10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended March 31, 2012

OR

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

For the transition period from             to             

Commission file number 333-169533

COLE CREDIT PROPERTY TRUST IV, INC.

(Exact name of registrant as specified in its charter)

Maryland	27-3148135
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
2325 East Camelback Road, Suite 1100 Phoenix, Arizona 85016	(602) 778-8700
(Address of principal executive offices; zip code)	(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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

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

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

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

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

As of May 10, 2012, there were 996,694 shares of common stock, par value $0.01, of Cole Credit Property Trust IV, Inc. outstanding.

COLE CREDIT PROPERTY TRUST IV, INC.

INDEX

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Unaudited Balance Sheets as of March 31, 2012 and December 31, 2011	4
Condensed Consolidated Unaudited Statement of Operations for the three months ended March 31, 2012	5
Condensed Consolidated Unaudited Statement of Stockholder’s Equity for the three months ended March 31, 2012	6
Condensed Consolidated Unaudited Statement of Cash Flows for the three months ended March 31, 2012	7
Notes to Condensed Consolidated Unaudited Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3. Quantitative and Qualitative Disclosures About Market Risk	20
Item 4. Controls and Procedures	20
PART II — OTHER INFORMATION
Item 1. Legal Proceedings	21
Item 1A. Risk Factors	21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3. Defaults Upon Senior Securities	21
Item 4. Mine Safety Disclosures	21
Item 5. Other Information	21
Item 6. Exhibits	21
Signatures	22

2

PART I

FINANCIAL INFORMATION

The accompanying condensed consolidated unaudited interim financial statements as of and for the three months ended March 31, 2012 have been prepared by Cole Credit Property Trust IV, Inc. (the “Company,” “we,” “us,” or “our”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements, and should be read in conjunction with the audited consolidated balance sheet and related notes thereto included in the Company’s Registration Statement on Form S-11 as declared effective on January 26, 2012. The financial statements herein should also be read in conjunction with the notes to the financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Quarterly Report on Form 10-Q. The results of operations for the three months ended March 31, 2012 are not necessarily indicative of the operating results expected for the full year. The information furnished in our accompanying condensed consolidated unaudited balance sheets and condensed consolidated unaudited statement of operations, stockholder’s equity, and cash flows reflects all adjustments that are, in our opinion, necessary for a fair presentation of the aforementioned financial statements. Such adjustments are of a normal recurring nature.

Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. We caution readers not to place undue reliance on forward-looking statements, which reflect our management’s view only as of the date of this Quarterly Report on Form 10-Q. We make no representation or warranty (expressed or implied) about the accuracy of any such forward looking statements contained in the Quarterly Report on Form 10-Q. Additionally, we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results. The forward-looking statements should be read in light of the risk factors identified in the “Risk Factors” section of the Company’s prospectus.

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COLE CREDIT PROPERTY TRUST IV, INC.

CONDENSED CONSOLIDATED UNAUDITED BALANCE SHEETS

	March 31, 2012			December 31, 2011
ASSETS
Cash and cash equivalents	$	198,874		$	200,000
Restricted cash		975,950			—
Total assets	$	1,174,824		$	200,000
LIABILITIES & STOCKHOLDER’S EQUITY
Accrued expenses	$	34,062		$	—
Escrowed investor proceeds		975,950			—
Total liabilities		1,010,012			—
Commitments and contingencies
STOCKHOLDER’S EQUITY
Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued and outstanding		—			—
Common stock, $.01 par value; 490,000,000 shares authorized, 20,000 shares issued and outstanding		200			200
Capital in excess of par value		199,800			199,800
Accumulated deficit		(35,188	)		—
Total stockholder’s equity		164,812			200,000
Total liabilities and stockholder’s equity	$	1,174,824		$	200,000

The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

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COLE CREDIT PROPERTY TRUST IV, INC.

CONDENSED CONSOLIDATED UNAUDITED STATEMENT OF OPERATIONS

	Three Months Ended March 31, 2012
Expenses:
General and administrative expenses	$	35,188
Net loss	$	(35,188	)
Weighted average number of common shares outstanding		20,000
Net loss per common share	$	(1.76	)

The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

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COLE CREDIT PROPERTY TRUST IV, INC.

CONDENSED CONSOLIDATED UNAUDITED STATEMENT OF STOCKHOLDER’S EQUITY

	Common Stock				Capital in Excess of Par Value		Accumulated Deficit			Total Stockholder’s Equity
	Number of Shares		Par Value
Balance, January 1, 2012		20,000	$	200	$	199,800	$	—		$	200,000
Net loss		—		—		—		(35,188	)		(35,188	)
Balance, March 31, 2012		20,000	$	200	$	199,800	$	(35,188	)	$	164,812

The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

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COLE CREDIT PROPERTY TRUST IV, INC.

CONDENSED CONSOLIDATED UNAUDITED STATEMENT OF CASH FLOWS

	Three Months Ended March 31, 2012
Cash flows from operating activities
Net loss	$	(35,188	)
Adjustments to reconcile net loss to net cash used in operating activities
Changes in assets and liabilities
Accrued expenses		34,062
Net cash used in operating activities		(1,126	)
Cash flows from investing activities
Change in restricted cash		(975,950	)
Net cash used in investing activities		(975,950	)
Cash flows from financing activities
Change in escrowed investor proceeds		975,950
Net cash provided by financing activities		975,950
Net decrease in cash and cash equivalents		(1,126	)
Cash and cash equivalents, beginning of period		200,000
Cash and cash equivalents, end of period	$	198,874

The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.

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COLE CREDIT PROPERTY TRUST IV, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

March 31, 2012

Note 1 — ORGANIZATION AND BUSINESS

Cole Credit Property Trust IV, Inc. (the “Company”) was formed on July 27, 2010 and is a Maryland corporation that intends to qualify as a real estate investment trust (“REIT”) for federal income tax purposes beginning with the year ending December 31, 2012. The Company is the sole general partner of and owns a 99.9% partnership interest in Cole Operating Partnership IV, LP, a Delaware limited partnership (“CCPT IV OP”). Cole REIT Advisors IV, LLC (“CR IV Advisors”), the affiliated advisor to the Company, is the sole limited partner and owner of an insignificant noncontrolling partnership interest of 0.1% of CCPT IV OP. Substantially all of the Company’s business is conducted through CCPT IV OP.

On January 26, 2012, pursuant to a Registration Statement on Form S-11 filed under the Securities Act of 1933, as amended, the Company commenced its initial public offering on a “best efforts” basis of a minimum of 250,000 shares and a maximum of 250.0 million shares of its common stock at a price of $10.00 per share, and up to 50.0 million additional shares to be issued pursuant to a distribution reinvestment plan (the “DRIP”) under which the Company’s stockholders may elect to have distributions reinvested in additional shares of common stock at a price of $9.50 per share (the “Offering”). The Company intends to use substantially all of the net proceeds from the Offering to acquire and operate a diversified portfolio of core commercial real estate investments primarily consisting of necessity retail properties located throughout the United States, including U.S. protectorates. The Company expects that the retail properties primarily will be single-tenant properties and multi-tenant “power centers” anchored by large, creditworthy national or regional retailers. The Company expects that the retail properties typically will be subject to long-term triple net or double net leases, whereby the tenant will be obligated to pay for most of the expenses of maintaining the property. As of March 31, 2012, the Company has not acquired any properties.

Pursuant to the terms of the Offering, the Company is required to deposit all subscription proceeds in escrow pursuant to the terms of an escrow agreement with UMB Bank, N.A. (the “Escrow Agreement”) until the Company receives subscriptions aggregating at least $2.5 million, excluding subscriptions received from the Company’s advisor or its affiliates. As of March 31, 2012, the Company had $976,000 in investor proceeds held in escrow.

Subsequent to March 31, 2012, the Company satisfied certain conditions of the Escrow Agreement and on April 13, 2012, issued approximately 308,000 shares of the Company’s common stock in the Offering, resulting in gross proceeds of $3.1 million and commenced principal operations. In addition, the Company has special escrow provisions for residents of Pennsylvania and Tennessee which have not been satisfied as of May 10, 2012 and, therefore, the Company has not accepted subscriptions from residents of Pennsylvania and Tennessee.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The condensed consolidated unaudited financial statements of the Company have been prepared in accordance with the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the statements for the interim periods presented include all adjustments, which are of a normal and recurring nature, necessary to present a fair presentation of the results for such periods. Results for these interim periods are not necessarily indicative of full year results.

The accompanying condensed consolidated unaudited financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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COLE CREDIT PROPERTY TRUST IV, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS – (Continued)

March 31, 2012

Investment in and Valuation of Real Estate and Related Assets

The Company will be required to make subjective assessments as to the useful lives of its depreciable assets. The Company will consider the period of future benefit of each respective asset to determine the appropriate useful life of the assets. Real estate assets will be stated at cost, less accumulated depreciation and amortization. Amounts capitalized to real estate and related assets will consist of construction and any tenant improvements, major improvements and betterments that extend the useful life of the real estate and related assets and leasing costs. All repairs and maintenance will be expensed as incurred.

Real estate assets, other than land, will be depreciated or amortized on a straight-line basis. The Company expects that the estimated useful lives of the Company’s assets by class will generally be as follows:

Building and capital improvements	40 years
Tenant improvements	Lesser of useful life or lease term
Intangible lease assets	Lesser of useful life or lease term

The Company will continually monitor events and changes in circumstances that could indicate that the carrying amounts of its real estate and related assets may not be recoverable. Impairment indicators that the Company will consider include, but are not limited to, bankruptcy or other credit concerns of a property’s major tenant, such as a history of late payments, rental concessions and other factors, a significant decrease in a property’s revenues due to lease terminations, vacancies, co-tenancy clauses, reduced lease rates or other circumstances. When indicators of potential impairment are present, the Company will assess the recoverability of the assets by determining whether the carrying value of the assets will be recovered through the undiscounted cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted cash flows do not exceed the carrying value, the Company will adjust the real estate and related assets to their respective fair values and recognize an impairment loss. Generally fair value is determined using a discounted cash flow analysis and recent comparable sales transactions.

When developing estimates of expected future cash flows, the Company will make assumptions regarding future market rental income amounts subsequent to the expiration of current lease agreements, property operating expenses, terminal capitalization and discount rates, the expected number of months it takes to re-lease the property, required tenant improvements and the number of years the property will be held for investment. The use of alternative assumptions in the future cash flow analysis could result in a different determination of the property’s future cash flows and a different conclusion regarding the existence of an impairment, the extent of such loss, if any, as well as the fair value of the real estate and related assets.

When a real estate asset is identified as held for sale, the Company will cease depreciation and amortization of the assets related to the property and estimates the fair value, net of selling costs. If, in management’s opinion, the fair value, net of selling costs, of the asset is less than the carrying value of the asset, an adjustment to the carrying value would be recorded to reflect the estimated fair value of the property, net of selling costs.

Allocation of Purchase Price of Real Estate and Related Assets

Upon the acquisition of real properties, the Company will allocate the purchase price to acquired tangible assets, consisting of land, buildings and improvements, and identified intangible assets and liabilities, consisting of the value of above market and below market leases and the value of in-place leases, based in each case on their respective fair values. Acquisition related expenses will be expensed as incurred. The Company will utilize independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and building). The Company will obtain an independent appraisal for each real property acquisition. The information in the appraisal, along with any additional information available to the Company’s management, will be used in estimating the amount of the purchase price that will be allocated to land. Other information in the appraisal, such as building value and market rents, may be used by the Company’s management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities. The appraisal firm will have no involvement in management’s allocation decisions other than providing this market information.

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COLE CREDIT PROPERTY TRUST IV, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS – (Continued)

March 31, 2012

The fair values of above market and below market lease values will be recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (1) the contractual amounts to be paid pursuant to the in-place leases and (2) an estimate of fair market lease rates for the corresponding in-place leases, which will generally be obtained from independent appraisals, measured over a period equal to the remaining non-cancelable term of the lease including any bargain renewal periods, with respect to a below market lease. The above market and below market lease values will be capitalized as intangible lease assets or liabilities, respectively. Above market lease values will be amortized as a reduction of rental income over the remaining terms of the respective leases. Below market leases will be amortized as an increase to rental income over the remaining terms of the respective leases, including any bargain renewal periods. In considering whether or not the Company expects a tenant to execute a bargain renewal option, the Company will evaluate economic factors and certain qualitative factors at the time of acquisition, such as the financial strength of the tenant, remaining lease term, the tenant mix of the leased property, the Company’s relationship with the tenant and the availability of competing tenant space. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of above market or below market lease values relating to that lease would be recorded as an adjustment to rental income.

The fair values of in-place leases will include estimates of direct costs associated with obtaining a new tenant and opportunity costs associated with lost rental and other property income, which are avoided by acquiring a property with an in-place lease. Direct costs associated with obtaining a new tenant will include commissions and other direct costs and will be estimated in part by utilizing information obtained from independent appraisals and management’s consideration of current market costs to execute a similar lease. The intangible values of opportunity costs, which will be calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease, will be capitalized as intangible lease assets and will be amortized to expense over the remaining term of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of in-place lease assets relating to that lease would be expensed.

The Company will estimate the fair value of assumed mortgage notes payable based upon indications of current market pricing for similar types of debt financing with similar maturities. Assumed mortgage notes payable will initially be recorded at their estimated fair value as of the assumption date, and the difference between such estimated fair value and the mortgage note’s outstanding principal balance will be amortized to interest expense over the term of the respective mortgage note payable.

The determination of the fair values of the real estate and related assets and liabilities acquired will require the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could impact the Company’s results of operations.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturities when purchased of three months or less to be cash equivalents. The Company considers investments in highly liquid money market accounts to be cash equivalents.

Restricted Cash

Restricted cash as of March 31, 2012 consists of escrowed investor proceeds of $976,000 for which shares of common stock had not been issued.

Concentration of Credit Risk

As of March 31, 2012, the Company had no cash on deposit in excess of federally insured levels. The Company limits significant cash holdings to accounts held by financial institutions with high credit standing; therefore, the Company believes it is not exposed to any significant credit risk on its cash deposits.

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COLE CREDIT PROPERTY TRUST IV, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS – (Continued)

March 31, 2012

Revenue Recognition

The Company expects that certain properties will have leases where minimum rental payments increase during the term of the lease. The Company will record rental income for the full term of each lease on a straight-line basis. When the Company acquires a property, the terms of existing leases will be considered to commence as of the acquisition date for the purposes of determining this calculation. The Company will defer the recognition of contingent rental income, such as percentage rents, until the specific target that triggers the contingent rental income is achieved.

Income Taxes

The Company intends to qualify and make an election to be taxed as a REIT for federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ending December 31, 2012. If the Company qualifies for taxation as a REIT, the Company generally will not be subject to federal corporate income tax to the extent it distributes its taxable income to its stockholders, and so long as it distributes at least 90% of its annual taxable income (computed without regard to the dividends paid deduction and excluding net capital gains). REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income.

Offering and Related Costs

CR IV Advisors funds all of the organization and offering costs on the Company’s behalf and may be reimbursed for such costs up to 2.0% of gross proceeds from the Offering, excluding selling commissions and the dealer manager fees of 7.0% and 2.0%, respectively. As of March 31, 2012, CR IV Advisors had incurred $1.1 million of costs related to the organization of the Company and the Offering. These costs are not included in the financial statements of the Company as of March 31, 2012 because such costs were not a liability of the Company as subscriptions for the minimum number of shares of common stock were not received and accepted by the Company. This amount will become payable to CR IV Advisors as the Company raises additional proceeds in the Offering. When recorded by the Company, organization costs will be expensed as incurred and the offering costs, which include items such as legal and accounting fees, marketing and personnel, promotional and printing costs, will be recorded as a reduction of capital in excess of par value along with selling commissions and dealer manager fees in the period in which they become payable.

Stockholder’s Equity

As of March 31, 2012, the Company was authorized to issue 490.0 million shares of common stock and 10.0 million shares of preferred stock. All shares of such stock have a par value of $0.01 per share. On August 11, 2010, the Company sold 20,000 shares of common stock, at $10.00 per share, to Cole Holdings Corporation, the indirect owner of the Company’s advisor and dealer-manager. The Company’s board of directors may amend the charter to authorize the issuance of additional shares of capital stock without obtaining shareholder approval. The par value of investor proceeds raised from the Offering will be classified as common stock, with the remainder allocated to capital in excess of par value.

Distributions Payable and Distribution Policy

In order to qualify and maintain its status as a REIT, the Company is required to, among other things, make distributions each taxable year equal to at least 90% of its taxable income (computed without regard to the dividends paid deduction and excluding net capital gains). To the extent that funds are available, the Company intends to pay regular distributions to stockholders. Distributions are paid to stockholders of record as of applicable record dates. The Company has not yet elected, and has not yet qualified, to be taxed as a REIT.

The Company’s board of directors authorized a daily distribution, based on 366 days in the calendar year, of $0.001707848 per share (which equates to 6.25% on an annualized basis calculated at the current rate, assuming a $10.00 per share purchase price) for stockholders of record as of the close of business on each day of the period commencing April 14, 2012, the first day following the release from escrow of the subscription proceeds received in the Offering, and ending on June 30, 2012. As of March 31, 2012, the requirements of the Escrow Agreement had not been met and the Company had no distributions payable.

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COLE CREDIT PROPERTY TRUST IV, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS – (Continued)

March 31, 2012

Redeemable Common Stock

Under the Company’s share redemption program, the Company’s requirement to redeem its shares is limited to the net proceeds received by the Company from the sale of shares under the DRIP, net of shares redeemed to date. As of March 31, 2012 and December 31, 2011, the Company had not issued shares of common stock under the DRIP and had not redeemed any shares. Changes in the amount of redeemable common stock from period to period are recorded as an adjustment to capital in excess of par value.

New Accounting Pronouncements

In June 2011, the U.S. Financial Accounting Standards Board issued Accounting Standards Update 2011-05, Presentation of Comprehensive Income (“ASU 2011-05”). ASU 2011-05 requires the presentation of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. ASU 2011-05 became effective for the Company beginning January 1, 2012. The adoption of ASU 2011-05 did not have a material effect on the Company’s consolidated financial statements or disclosures, because the Company’s net loss equals its comprehensive loss.

NOTE 3 — FAIR VALUE MEASUREMENTS

GAAP defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. GAAP emphasizes that fair value is intended to be a market-based measurement, as opposed to a transaction-specific measurement.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate the fair value. Assets and liabilities are measured using inputs from three levels of the fair value hierarchy, as follows:

Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 – Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e. interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs).

Level 3 – Unobservable inputs, which are only used to the extent that observable inputs are not available, reflect the Company’s assumptions about the pricing of an asset or liability.

The following describes the methods the Company uses to estimate the fair value of the Company’s financial assets and liabilities:

Cash and cash equivalents, restricted cash, and accrued expenses – The Company considers the carrying values of these financial assets and liabilities to approximate fair value because of the short period of time between their origination and their expected realization.

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COLE CREDIT PROPERTY TRUST IV, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS – (Continued)

March 31, 2012

NOTE 4 — COMMITMENTS AND CONTINGENCIES

Litigation

In the ordinary course of business, the Company may become subject to litigation or claims. The Company is not aware of any pending legal proceedings of which the outcome is reasonably possible to have a material effect on its results of operations, financial condition or liquidity.

Environmental Matters

In connection with the ownership and operation of real estate, the Company potentially may be liable for costs and damages related to environmental matters. In addition, the Company may acquire certain properties that are subject to environmental remediation. The Company intends to carry environmental liability insurance on its properties that will provide limited coverage for remediation liability and pollution liability for third-party bodily injury and property damage claims. The Company is not aware of any environmental matters which it believes will have a material effect on its results of operations, financial condition or liquidity.

NOTE 5 — RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS

Certain affiliates of the Company will receive fees and compensation in connection with the Offering, and the acquisition, management and sale of assets of the Company; however, there were no transactions which resulted in related party fees to be incurred during the three months ended March 31, 2012.

Offering

Cole Capital Corporation (“Cole Capital”), the Company’s dealer-manager, which is affiliated with our advisor, will receive a selling commission of up to 7.0% of gross offering proceeds before reallowance of commissions earned by participating broker-dealers. Cole Capital intends to reallow 100% of selling commissions earned to participating broker-dealers. In addition, Cole Capital will receive up to 2.0% of gross offering proceeds before reallowance to participating broker-dealers as a dealer-manager fee in connection with the Offering. Cole Capital, in its sole discretion, may reallow all or a portion of its dealer-manager fee to such participating broker-dealers.

All other organization and offering expenses associated with the sale of the Company’s common stock (excluding selling commissions and the dealer-manager fee) are paid by CR IV Advisors or its affiliates and could be reimbursed by the Company up to 2.0% of aggregate gross offering proceeds. A portion of the other organization and offering expenses may be underwriting compensation. As of March 31, 2012, CR IV Advisors had paid organization and offering costs of $1.1 million in connection with the Offering. These costs were not included in the financial statements of the Company as of March 31, 2012 because such costs were not a liability of the Company as subscriptions for the minimum number of shares of common stock were not received and accepted by the Company. This amount will become payable to CR IV Advisors as the Company continues to raise additional proceeds in the Offering.

Acquisitions and Operations

CR IV Advisors or its affiliates will receive acquisition fees of up to 2.0% of: (1) the contract purchase price of each property or asset the Company acquires; (2) the amount paid in respect of the development, construction or improvement of each asset the Company acquires; (3) the purchase price of any loan the Company acquires; and (4) the principal amount of any loan the Company originates. Additionally, CR IV Advisors or its affiliates will be reimbursed for acquisition expenses incurred in the process of acquiring properties, so long as the total acquisition fees and expenses relating to the transaction does not exceed 6.0% of the contract purchase price.

The Company will pay CR IV Advisors a monthly advisory fee based upon the Company’s monthly average invested assets, which is equal to the following amounts: (1) an annualized rate of 0.75% will be paid on the Company’s average invested assets that are between $0 to $2.0 billion; (2) an annualized rate of 0.70% will be paid on the Company’s average invested assets that are between $2.0 billion to $4.0 billion; and (3) an annualized rate of 0.65% will be paid on the Company’s average invested assets that are over $4.0 billion.

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COLE CREDIT PROPERTY TRUST IV, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS – (Continued)

March 31, 2012

The Company will reimburse CR IV Advisors for the expenses it paid or incurred in connection with the services provided to the Company, subject to the limitation that the Company will not reimburse for any amount by which its operating expenses (including the advisory fee) at the end of the four preceding fiscal quarters exceeds the greater of: (1) 2.0% of average invested assets, or (2) 25.0% of net income other than any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of assets for that period. The Company will not reimburse for personnel costs in connection with services for which CR IV Advisors receives acquisition fees or disposition fees.

Liquidation/Listing

If CR IV Advisors or its affiliates provides a substantial amount of services (as determined by a majority of the Company’s independent directors) in connection with the sale of properties, the Company will pay CR IV Advisors or its affiliate a disposition fee in an amount equal to up to one-half of the brokerage commission paid on the sale of property, not to exceed 1.0% of the contract price of the property sold; provided, however, in no event may the disposition fee paid to CR IV Advisors or its affiliates, when added to the real estate commissions paid to unaffiliated third parties, exceed the lesser of the customary competitive real estate commission or an amount equal to 6.0% of the contract sales price.

If the Company is sold or its assets are liquidated, CR IV Advisors will be entitled to receive a subordinated performance fee equal to 15.0% of the net sale proceeds remaining after investors have received a return of their net capital invested and an 8.0% annual cumulative, non-compounded return. Alternatively, if the Company’s shares are listed on a national securities exchange, CR IV Advisors will be entitled to a subordinated performance fee equal to 15.0% of the amount by which the market value of the Company’s outstanding stock plus all distributions paid by the Company prior to listing, exceeds the sum of the total amount of capital raised from investors and the amount of distributions necessary to generate an 8.0% annual cumulative, non-compounded return to investors. As an additional alternative, upon termination of the advisory agreement, CR IV Advisors may be entitled to a subordinated performance fee similar to that to which CR IV Advisors would have been entitled had the portfolio been liquidated (based on an independent appraised value of the portfolio) on the date of termination.

NOTE 6 — ECONOMIC DEPENDENCY

Under various agreements, the Company has engaged or will engage CR IV Advisors and its affiliates to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, the sale of shares of the Company’s common stock available for issuance, as well as other administrative responsibilities for the Company including accounting services and investor relations. As a result of these relationships, the Company is dependent upon CR IV Advisors and its affiliates. In the event that these companies are unable to provide the Company with these services, the Company would be required to find alternative providers of these services.

NOTE 7 — SUBSEQUENT EVENTS

Status of the Offering

On April 13, 2012, the Company satisfied the conditions of the Escrow Agreement and issued approximately 308,000 shares of the Company’s common stock in the offering, resulting in gross proceeds of $3.1 million to the Company. Upon satisfaction of the conditions of the Escrow Agreement, the Company commenced its principal operations.

As of May 10, 2012, the Company had accepted investors’ subscriptions for, and issued, approximately 976,000 shares of its common stock in the Offering, resulting in gross proceeds to the Company of $9.7 million. In addition, the Company has special escrow provisions for residents of Pennsylvania and Tennessee which have not been satisfied as of May 10, 2012 and, therefore, the Company has not accepted subscriptions from residents of Pennsylvania and Tennessee.

14

COLE CREDIT PROPERTY TRUST IV, INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS – (Continued)

March 31, 2012

Credit Facility and Series C Loan

Subsequent to March 31, 2012, the Company entered into a revolving bank credit facility (the “Credit Facility”) and a subordinate revolving line of credit with Series C, LLC (“Series C”), an affiliate of the Company’s advisor (the “Series C Loan”). The Credit Facility allows the Company to borrow up to $50.0 million in revolving loans. The Series C Loan has been approved by a majority of the directors (including a majority of the independent directors) not otherwise interested in the transaction as fair, competitive and commercially reasonable and no less favorable to the Company than a comparable loan between unaffiliated parties under the same circumstances. As of May 10, 2012, the borrowing base under the Credit Facility based on the underlying collateral pool for qualified properties and amount outstanding under the Credit Facility was $21.0 million. The Series C Loan allows the Company to borrow up to $10.0 million in revolving loans. As of May 10, 2012, we had $4.7 million outstanding under the Series C Loan.

Investment in Real Estate Assets

Subsequent to March 31, 2012, the Company acquired a 100% interest in nine commercial real estate properties, including two properties acquired from Series C, for an aggregate purchase price of $30.6 million. A majority of the Company’s board of directors (including a majority of the Company’s independent directors) approved the two related party acquisitions as being fair and reasonable to the Company, and determined that the cost to the Company of each property was equal to its cost to Series C (including acquisition related expenses). In addition, the purchase price of each property, exclusive of closing costs, was less than its current appraised value, as determined by an independent third party appraiser. The acquisitions were funded with net proceeds of the Offering and with borrowings from the Credit Facility and the Series C Loan. The Company has not completed its initial purchase price allocations with respect to these properties. Acquisition related expenses totaling $764,000 were expensed as incurred.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated unaudited financial statements and the notes thereto included in this Quarterly Report on Form 10-Q. The following discussion should be read in conjunction with our audited consolidated balance sheet, and the notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Registration Statement on Form S-11. The terms “we,” “us,” “our” and the “Company” refer to Cole Credit Property Trust IV, Inc. and unless otherwise defined herein, capitalized terms used herein shall have the same meanings as set forth in our condensed consolidated unaudited financial statements and the notes thereto.

Forward-Looking Statements

Except for historical information, this section contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including discussion and analysis of our financial condition and our subsidiaries, our anticipated capital expenditures, amounts of anticipated cash distributions to our stockholders in the future and other matters. These forward-looking statements are not historical facts but are the intent, belief or current expectations of our management based on their knowledge and understanding of our business and industry. Words such as “may,” “will,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “could,” “should” or comparable words, variations and similar expressions are intended to identify forward-looking statements. All statements not based on historical fact are forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict, and could cause actual results to differ materially from those expressed or implied in the forward-looking statements. A full discussion of our risk factors may be found in the “Risk Factors” section in our prospectus relating to the Offering.

Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. Investors are cautioned not to place undue reliance on forward-looking statements, which reflect our management’s view only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results. Factors that could cause actual results to differ materially from any forward-looking statements made in this Quarterly Report on Form 10-Q include, among others, changes in general economic conditions, changes in real estate conditions, construction costs that may exceed estimates, construction delays, increases in interest rates, lease-up risks, rent relief, inability to obtain new tenants upon the expiration or termination of existing leases, and the potential need to fund tenant improvements or other capital expenditures out of operating cash flows. The forward-looking statements should be read in light of the risk factors identified in the “Risk Factors” section of our prospectus relating to the Offering.

Management’s discussion and analysis of financial condition and results of operations are based upon our condensed consolidated unaudited financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

Overview

We were formed on July 27, 2010, and we intend to qualify as a REIT beginning with the taxable year ending December 31, 2012. We intend to use substantially all of the net proceeds from our offering to acquire and operate a diverse portfolio of retail and other income-producing commercial properties, which are leased to creditworthy tenants under long-term leases. We expect that most of the properties will be strategically located throughout the United States and U.S. protectorates and subject to long-term triple net or double net leases, whereby the tenant will be obligated to pay for all or most of the expenses of maintaining the property (including real estate taxes, special assessments and sales and use taxes, utilities, insurance, building repairs and common area maintenance related to the property). We generally intend to hold each property we acquire for an extended period, of more than seven years.

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Recent Market Conditions

Beginning in late 2007, domestic and international financial markets experienced significant disruptions that were brought about in large part by challenges in the world-wide banking system. These disruptions severely impacted the availability of credit and contributed to rising costs associated with obtaining credit. Since 2010, the volume of mortgage lending for commercial real estate has been increasing and lending terms improved; however, such lending activity continues to be significantly less than previous levels. Although lending market conditions have improved and they continue to improve, certain factors continue to negatively affect the lending environment, including the sovereign credit issues of certain countries in the European Union. We may experience more stringent lending criteria, which may affect our ability to finance certain property acquisitions or refinance any debt at maturity. Additionally, for properties for which we are able to obtain financing, the interest rates and other terms on such loans may be unacceptable. We expect to manage the current mortgage lending environment by considering alternative lending sources, including the securitization of debt, utilizing fixed rate loans, short-term variable rate loans, assuming existing mortgage loans in connection with property acquisitions, or entering into interest rate lock or swap agreements, or any combination of the foregoing.

The economic downturn has led to high unemployment rates and a decline in consumer spending. These economic trends have adversely impacted the retail and real estate markets by causing higher tenant vacancies, declining rental rates and declining property values. In 2011 and the first quarter of 2012, the economy improved and continues to show signs of recovery. Additionally, the real estate markets have experienced an improvement in property values, occupancy and rental rates; however, in many markets property values, occupancy and rental rates continue to be below those previously experienced before the economic downturn. These factors may impact us as we acquire properties and begin principal operations.

Results of Operations

As of March 31, 2012, we had not broken escrow in our initial public offering or acquired any investments. For the three months ended March 31, 2012, we incurred a net loss of $35,000, which related to general and administrative expenses consisting of board of directors’ fees and legal fees.

Our management is not aware of any material trends or uncertainties, other than national economic conditions affecting real estate and the debt markets generally that may reasonably be expected to have a material impact, favorable or unfavorable, on revenues or income from the acquisition and operation of real properties and real estate-related investments.

Distributions

On February 23, 2012, our board of directors authorized a daily distribution, based on 366 days in the calendar year, of $0.001707848 per share (which equates to 6.25% on an annualized basis calculated at the current rate, assuming a $10.00 per share purchase price) for stockholders of record as of each day of the period commencing on April 14, 2012, the first day following the release from escrow of the subscription proceeds received in the Offering and ending on June 30, 2012.

Liquidity and Capital Resources

General

Our principal demands for funds will be for real estate and real estate-related investments, for the payment of operating expenses and distributions, for the payment of principal and interest on any outstanding indebtedness and to satisfy redemption requests. Generally, we expect to meet cash needs for items other than acquisitions from our cash flow from operations, and we expect to meet cash needs for acquisitions from the net proceeds of our Offering and from debt financings. We expect the sources of our operating cash flows will primarily be provided by the rental income received from future leased properties. We expect to raise capital through our Offering and to utilize such funds and future proceeds from secured or unsecured financing to complete future property acquisitions.

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Short-term Liquidity and Capital Resources

On a short-term basis, our principal demands for funds will be for operating expenses incurred before we have raised the minimum offering of 250,000 shares. We do not expect our operating expenses to be significant until we make an initial investment from the proceeds from the Offering. After we make an initial investment, we expect our principal demands for funds will be for operating expenses, distributions and interest and principal on any future indebtedness. We expect to meet our short-term liquidity requirements through net cash provided by operations and proceeds from the Offering, as well as secured or unsecured borrowings from banks and other lenders to finance our expected future acquisitions.

We expect our operating cash flows to increase as we acquire properties. Assuming a maximum offering and assuming all shares available under our DRIP are sold, we expect that approximately 88.1% of the gross proceeds from the sale of our common stock will be invested in real estate and real estate-related assets, while the remaining approximately 11.9% will be used for working capital and to pay costs of the offering, including sales commissions and the dealer manager fee, and fees and expenses of our advisor in connection with acquiring properties. CR IV Advisors pays the organizational and other offering costs associated with the sale of our common stock, which we reimburse in an amount up to 2.0% of the gross proceeds of our Offering. As of March 31, 2012, CR IV Advisors had paid offering and organization costs of $1.1 million in connection with our Offering. We had not reimbursed CR IV Advisors for such costs, as such costs were not our liability as subscriptions for the minimum number of shares of common stock were not received and accepted by us as of March 31, 2012. This amount will become payable to CR IV Advisors as the Company raises additional proceeds in the Offering.

Long-term Liquidity and Capital Resources

On a long-term basis, our principal demands for funds will be for the acquisition of real estate and real estate-related investments and the payment of acquisition related expenses, operating expenses, distributions and redemptions to stockholders and interest and principal on any future indebtedness. We expect to meet our long-term liquidity requirements through proceeds from the sale of our common stock, proceeds from secured or unsecured financings from banks and other lenders, and net cash flows from operations.

We expect that substantially all net cash flows from operations will be used to pay distributions to our stockholders after certain capital expenditures, including tenant improvements and leasing commissions, are paid; however, we may use other sources to fund distributions, as necessary, including proceeds from our Offering and/or future borrowings. To the extent that cash flows from operations are lower due to fewer properties being acquired or lower than expected returns on the properties, distributions paid to our stockholders may be lower. We expect that substantially all net cash flows from the Offering or debt financings will be used to fund acquisitions, certain capital expenditures identified at acquisition, repayments of outstanding debt or distributions to our stockholders.

We intend to borrow money to acquire properties and make other investments. There is no limitation on the amount we may borrow against any single improved property. Our borrowings will not exceed 300% of our net assets as of the date of any borrowing, which is the maximum level of indebtedness permitted under the NASAA REIT Guidelines; however, we may exceed that limit if approved by a majority of our independent directors. Our board of directors has adopted a policy to further limit our borrowings to 60% of the greater of cost (before deducting depreciation or other non-cash reserves) or fair market value of our gross assets, unless excess borrowing is approved by a majority of the independent directors and disclosed to our stockholders in the next quarterly report along with the justification for such excess borrowing. We expect that during certain periods of our offering we will have borrowings in excess of these limitations since we will then be in the process of raising our equity capital to acquire our portfolio.

Election as a REIT

We intend to qualify and be taxed as a REIT under the Internal Revenue Code of 1986, as amended beginning with the year ending December 31, 2012. To qualify and maintain status as a REIT, we must meet certain requirements relating to our organization, sources of income, nature of assets, distributions of income to our stockholders and recordkeeping. As a REIT, we generally would not be subject to federal income tax on taxable income that we distribute to our stockholders so long as we distribute at least 90% of our annual taxable income (computed without regard to the dividends paid deduction and excluding net capital gains).

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If we fail to qualify as a REIT for any reason in a taxable year and applicable relief provisions do not apply, we will be subject to tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates. We will not be able to deduct distributions paid to our stockholders in any year in which we fail to qualify as a REIT. We also will be disqualified for the four taxable years following the year during which qualification is lost, unless we are entitled to relief under specific statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we are organized and operate in such a manner as to qualify for treatment as a REIT for federal income tax purposes. No provision for federal income taxes has been made in our accompanying condensed consolidated unaudited financial statements. We will be subject to certain state and local taxes related to the operations of properties in certain locations.

Critical Accounting Policies and Estimates

Our accounting policies have been established to conform with GAAP. The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If management’s judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied, thus, resulting in a different presentation of the financial statements. Additionally, other companies may utilize different estimates that may impact comparability of our results of operations to those of companies in similar businesses. We consider our critical accounting policies to be the following:

• Investment in and Valuation of Real Estate and Related Assets;

• Allocation of Purchase Price of Real Estate and Related Assets;

• Revenue Recognition; and

• Income Taxes.

A complete description of such policies and our considerations as of December 31, 2011 is contained in our Registration Statement on Form S-11, and our critical accounting policies have not changed during the three months ended March 31, 2012. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with our audited consolidated balance sheet as of December 31, 2011 and related notes thereto, which is contained in our Registration Statement on Form S-11.

Commitments and Contingencies

We expect that we may be subject to certain contingencies and commitments with regard to future transactions. Refer to Note 4 to our condensed consolidated unaudited financial statements in this Quarterly Report on Form 10-Q for further explanations.

Related-Party Transactions and Agreements

We have entered into agreements with CR IV Advisors and its affiliates, whereby we agree to pay certain fees to, or reimburse certain expenses of, CR IV Advisors or its affiliates such as acquisition fees, disposition fees, organization and offering costs, sales commissions, dealer manager fees, advisory fees and reimbursement of certain operating costs. See Note 5 to our condensed consolidated unaudited financial statements in this Quarterly Report on Form 10-Q for a discussion of the various related-party agreements and fees.

Subsequent Events

Certain events occurred subsequent to March 31, 2012 through the filing date of this Quarterly Report on Form 10-Q. Refer to Note 7 to our condensed consolidated unaudited financial statements included in this Quarterly Report on Form 10-Q for further explanation. Such events are:

• Status of the Offering;

• Credit Facility and Series C Loan; and

• Investment in Real Estate Assets.

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New Accounting Pronouncements

We adopted new accounting pronouncements during the three months ended March 31, 2012. Refer to Note 2 to our condensed consolidated unaudited financial statements included in this Quarterly Report on Form 10-Q for further explanation.

Off Balance Sheet Arrangements

As of March 31, 2012 and December 31, 2011, we had no material off-balance sheet arrangements that had or are reasonably likely to have a current or future effect on our financial condition, results of operations, liquidity or capital resources.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

When we commence principal operations, we will be exposed to interest rate changes primarily as a result of long-term debt used to acquire properties and make loans and other permitted investments. We intend to manage our interest rate risk by limiting the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve these objectives, we expect to borrow primarily at fixed rates or variable rates with the lowest margins available and, in some cases, with the ability to convert variable rates to fixed rates. With regard to variable rate financing, we will assess interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. We may enter into derivative financial instruments such as interest rate swaps, interest rate caps and rate lock arrangements in order to mitigate our interest rate risk.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with the participation of our chief executive officer and chief financial officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures, as of March 31, 2012, were effective in all material respects to ensure that information required to be disclosed by us in this Quarterly Report on Form 10-Q is recorded, processed, summarized and reported within the time periods specified by the rules and forms promulgated under the Exchange Act, and is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d -15(f) of the Exchange Act) in connection with the foregoing evaluations that occurred during the three months ended March 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business we may become subject to litigation or claims. We are not aware of any pending legal proceedings, other than ordinary routine litigation incidental to our business.

Item 1A. Risk Factors

There have been no material changes from the risk factors set forth in our Registration Statement on Form S-11.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On August 11, 2010, the Company sold 20,000 shares of common stock, at $10.00 per share, to Cole Holdings Corporation, the indirect owner of our advisor and dealer manager. On January 26, 2012, our Registration Statement on Form S-11 (Registration No. 333-169533) for the offering of up to 250.0 million shares of common stock at a price of $10.00 per share, subject to reduction in certain circumstances, was declared effective under the Securities Act of 1933, as amended. The Registration Statement also covered the offering of up to 50.0 million shares of common stock pursuant to a distribution reinvestment plan, under which stockholders may elect to have distributions reinvested in additional shares at a price of $9.50 per share.

Subscription proceeds were placed in escrow until such time as subscriptions aggregating at least the minimum offering of 250,000 shares of our common stock were received and accepted by us. Any shares purchased by our directors, officers, advisor or their respective affiliates will not be counted in calculating the minimum offering. Funds in escrow will be invested in short-term investments, which may include obligations of, or obligations guaranteed by, the U.S. government or bank money-market accounts or certificates of deposit of national or state banks that have deposits insured by the Federal Deposit Insurance Corporation (including certificates of deposit of any bank acting as a depository or custodian for any such funds) that mature on or before January 26, 2014 or that can be readily sold or otherwise disposed of for cash by such date without any dissipation of the Offering proceeds. Amounts associated with these subscriptions will be reflected in restricted cash on our balance sheet. During the three months ended March 31, 2012, we did not sell any equity securities that were not registered under the Securities Act of 1933, as amended, and we did not repurchase any of our securities.

On April 13, 2012, we satisfied the conditions of the Escrow Agreement and issued approximately 308,000 shares of our common stock in the Offering, resulting in gross proceeds of $3.1 million and commenced principal operations. As of May 10, 2012, we had accepted investors’ subscriptions for, and issued, approximately 977,000 shares of our common stock in the offering, resulting in gross proceeds to us of $9.7 million. With the net offering proceeds and borrowings from the Credit Facility and the Series C Loan, we acquired $30.6 million in real estate and related assets and paid costs of $764,000 in acquisition related expenses, as of May 10, 2012. In addition, we have special escrow provisions for residents of Pennsylvania and Tennessee which have not been satisfied as of May 10, 2012 and, therefore, we have not accepted subscriptions from residents of Pennsylvania and Tennessee.

Item 3. Defaults Upon Senior Securities

No events occurred during the three months ended March 31, 2012 that would require a response to this item.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

No events occurred during the three months ended March 31, 2012 that would require a response to this item.

Item 6. Exhibits

The exhibits listed on the Exhibit Index (following the signatures section of this Quarterly Report on Form 10-Q) are included herewith, or incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Cole Credit Property Trust IV, Inc.
	(Registrant)
	By:	/s/ Simon J. Misselbrook
		Simon J. Misselbrook
		Senior Vice President of Accounting
		(Principal Accounting Officer)
Date: May 14, 2012

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EXHIBIT INDEX

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 (and are numbered in accordance with Item 601 of Regulation S-K).

Exhibit No.	Description
3.1	First Articles of Amendment and Restatement of Cole Credit Property Trust IV, Inc. (Incorporated by reference to Exhibit 3.4 to the Company’s pre-effective amendment to Form S-11 (File No. 333-169533), filed January 24, 2012).
3.2	Bylaws of Cole Credit Property Trust IV, Inc. (Incorporated by reference to Exhibit 3.5 to the Company’s pre-effective amendment to Form S-11 (File No. 333-169533), filed January 24, 2012).
3.3	Certificate of Correction to the First Articles of Amendment and Restatement of Cole Credit Property Trust IV, Inc. (Incorporated by reference to Exhibit 3.6 to the Company’s pre-effective amendment to Form S-11 (File No. 333-169533), filed January 24, 2012).
3.4	Articles of Amendment of First Article of Amendment and Restatement of Cole Credit Property Trust IV, Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K (File No. 333-169533), filed January 24, 2012).
4.1	Form of Initial Subscription Agreement (Incorporated by reference to Exhibit 4.1 to the Company’s pre-effective amendment to Form S-11 (File No. 333-169533), filed on February 27, 2012).
4.2	Form of Additional Subscription Agreement (Incorporated by reference to Exhibit 4.2 to the Company’s pre-effective amendment to Form S-11 (File No. 333-169533), filed on January 24, 2012).
4.3	Alternative Form of Initial Subscription Agreement (Incorporated by reference to Exhibit 4.3 to the Company’s pre-effective amendment to Form S-11 (File No. 333-169533), filed on January 24, 2012).
10.1	Advisory Agreement by and between Cole Credit Property Trust IV, Inc. and Cole REIT Advisors IV, LLC, dated January 20, 2012 (Incorporated by reference to Exhibit 10.1 to the Company’s pre-effective amendment to Form S-11 (File No. 333-169533), filed on January 24, 2012).
10.2	Amended and Restated Agreement of Limited Partnership of Cole Operating Partnership IV, LP, by and between Cole Credit Property Trust IV, Inc. and the limited partners thereto (Incorporated by reference to Exhibit 10.2 to the Company’s pre-effective amendment to Form S-11 (File No. 333-169533), filed on January 24, 2012).
10.3	Distribution Reinvestment Plan (Incorporated by reference to Exhibit 10.3 to the Company’s pre-effective amendment to Form S-11 (File No. 333-169533), filed on January 24, 2012).
10.4	Escrow Agreement by and among Cole Credit Property Trust IV, Inc., Cole Capital Corporation and UMB Bank, N.A. dated January 20, 2012 (Incorporated by reference to Exhibit 10.4 to the Company’s pre-effective amendment to Form S-11 (File No. 333-169533), filed on January 24, 2012).
10.5*	Purchase and Sale Agreement, dated April 13, 2012, between Cole Operating Partnership IV, LP and Series C, LLC to purchase 100% of the membership interests in Cole AA North Ridgeville OH, LLC.
10.6*	Purchase and Sale Agreement, dated April 13, 2012, between Cole Operating Partnership IV, LP and Series C, LLC to purchase 100% of the membership interests in Cole PM Wilkesboro NC, LLC.
10.7*	Borrowing Base Revolving Line of Credit Agreement dated April 13, 2012 by and among Cole Operating Partnership IV, LP as borrower, and JPMorgan Chase Bank, N.A., as administrative agent, and the lenders referenced therein, and J.P. Morgan Securities LLC, as sole lead arranger and sole bookrunner.
10.8*	Subordinate Promissory Note, dated April 13, 2012, by Cole Credit Property Trust IV, Inc. payable to Series C, LLC.
10.9*	Purchase and Sale Agreement by and between Cole NR Tampa FL, LLC, and VNO TRU Dale Mabry LLC, pursuant to an Assignment of Purchase and Sale Agreement dated April 16, 2012.
10.10*	Purchase Agreement and Escrow Instructions by and between Cole WG Blair NE, LLC, and Village Development — Blair, LLC, pursuant to an Assignment of Purchase and Sale Agreement dated April 18, 2012.

Exhibit No.	Description
10.11*	Purchase Agreement and Escrow Instructions by and between Cole CV Corpus Christi TX, LLC, and Deborah May-Buffum, Trustee of the Betty Upham Gouraud Trust, pursuant to an Assignment of Purchase and Sale Agreement dated April 19, 2012.
10.12*	Master Purchase Agreement and Escrow Instructions between Cole CV Charleston SC, LLC, Cole CV Asheville NC, LLC, SC Charleston Investors I, LLC, and NC Asheville Investors I, LLC, pursuant to an Assignment of Purchase and Sale Agreement dated April 26, 2012.
10.13*	First Amendment of Advisory Agreement by and between Cole Credit Property Trust IV, Inc. and Cole REIT Advisors IV, LLC, dated February 23, 2012.
10.14*	Amended and Restated Escrow Agreement by and among Cole Credit Property Trust IV, Inc., Cole Capital Corporation and UMB Bank N.A., dated February 2, 2012.
31.1*	Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of the Principal Executive Officer and Chief Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS***	XBRL Instance Document.
101.SCH***	XBRL Taxonomy Extension Schema Document.
101.CAL***	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF***	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB***	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE***	XBRL Taxonomy Extension Presentation Linkbase Document.

* Filed herewith.

** In accordance with Item 601(b) (32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

*** XBRL (Extensible Business Reporting Language) information is deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.

EX-10.5

Exhibit 10.5

PURCHASE AND SALE AGREEMENT

(Membership Interest)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of April 13, 2012, between SERIES C, LLC, an Arizona limited liability company (“Seller”) having an address at 2325 East Camelback Road, Suite 1100, Phoenix, AZ 85016, and COLE OPERATING PARTNERSHIP IV, LP, a Delaware limited partnership (“Purchaser”), having an address at 2325 East Camelback Road, Suite 1100, Phoenix, AZ 85016.

RECITALS:

A. Seller owns 100% of the membership interest (“Sale Assets”) in Cole AA North Ridgeville OH, LLC, a Delaware limited liability company (“Cole North Ridgeville”).

B. Purchaser desires to acquire from Seller, and Seller desires to sell to Purchaser, the Sale Assets in accordance with and subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Seller and Purchaser agree as follows:

ARTICLE I

Definitions

The following capitalized terms used in this Agreement shall have the meanings ascribed to them below:

“Assignment” shall have the meaning set forth in Section 2.03(b) of this Agreement.

“Closing” shall have the meaning set forth in Section 2.03(a) of this Agreement.

“Closing Date” shall have the meaning set forth in Section 2.03(a) of this Agreement.

“Cole North Ridgeville” shall have the meaning set forth in the Recitals of this Agreement.

“Lease” shall mean the lease agreement with Lessee relating to the Property.

“Lessee” shall mean Advance Stores Company, Incorporated., a Virginia corporation.

“Material Organizational Documents” shall mean, collectively, the following documents, as the same may hereafter be amended: (i) Certificate of Formation of Cole AA North Ridgeville OH, LLC, and (ii) the Limited Liability Company Agreement of Cole AA North Ridgeville OH, LLC, together with any amendments thereto.

“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Property” shall mean the right, title and interest of Cole North Ridgeville in the real property located at 34640 Center Ridge Road, North Ridgeville, OH, and all improvements situated thereon, together with all right, title and interest of Cole North Ridgeville in and to all hereditaments, easements, rights-of-way, drives, alleys, parking areas and appurtenances thereunto belonging, or in any way appertaining to such real property.

“Purchase Price” shall have the meaning given such term in Section 2.02 of this Agreement.

“Purchaser” shall have the meaning given such term in the Preamble of this Agreement.

“Purchaser’s Closing Costs” shall have the meaning given such term in Section 2.04(b) of this Agreement.

“Purchaser Closing Documents” shall have the meaning given such term in Section 3.02(b) of this Agreement.

“Sale Assets” shall have the meaning given such term in the Recitals of this Agreement.

“Seller” shall have the meaning given such term in the Preamble of this Agreement.

“Seller Closing Documents” shall have the meaning given such term in Section 3.01(b) of this Agreement.

“Seller’s Closing Costs” shall have the meaning given such term in Section 2.04(a) of this Agreement.

“Seller’s Parties” shall have the meaning given such term in Section 2.05(b) of this Agreement.

ARTICLE II

Agreement to Sell and Purchase;

Terms of Sale and Purchase

2.01 Agreement to Sell and Purchase. In consideration of the mutual covenants and agreements set forth herein and upon and subject to the terms, provisions and conditions of this Agreement, Seller agrees to sell, assign, transfer and convey to Purchaser, and Purchaser agrees to purchase and acquire from Seller, the Sale Assets, in accordance with and subject to the terms and conditions of this Agreement.

2.02 Purchase Price; Prorations. The purchase price payable by Purchaser to Seller for the Sale Assets shall be $1,673,000.00 (the “Purchase Price”), payable as follows:

(a) On the Closing Date, the Purchase Price shall be payable by wire transfer of immediately available United States federal funds or other method acceptable to Seller to the account or accounts designated by Seller.

(b) On the Closing Date, Seller and Purchaser shall prorate the base rent paid under the Lease for the month in which the Closing Date occurs, such that there shall be an adjustment in favor of Purchaser in an amount determined by multiplying such base rent for the month in which the Closing occurs by a fraction, the numerator of which is the number of days from and after the Closing Date through the last day of the month in which the Closing occurs and the denominator of which is the total number of days in the month in which the Closing occurs. It is the intention of the parties to adjust only the base rent for the month in which the Closing occurs. Notwithstanding the foregoing, in the event an adjustment for real property taxes is sought by Purchaser due to the fact that current tax bills with respect to the Property had not yet been issued as of Closing Date, the Purchaser shall be entitled to seek an adjustment with respect to any closing proration of real property taxes until thirty (30) days after Purchaser’s receipt of tax bills for the period of time during which the Closing Date occurred.

(c) There shall be no prorations or adjustments of the Purchase Price except as set forth in this Section 2.02.

2.03 The Closing.

(a) The consummation of the sale and purchase of the Sale Assets contemplated by this Agreement (the “Closing”) shall take place on a date (the “Closing Date”) that is no later than 30 business days after Cole Credit Property Trust IV, Inc. (“REIT IV”), a Maryland corporation and the general partner of Purchaser, has broken escrow pursuant to the Amended and Restated Escrow Agreement, dated February 2, 2012 (the “Escrow Agreement”), among REIT IV, Cole Capital Corporation and UMB Bank, N.A.

(b) On the Closing Date, Seller shall sell, assign, transfer and convey to Purchaser all of Seller’s right, title and interest in and to the Sale Assets by delivery to Purchaser of an instrument of assignment in the form annexed hereto as Schedule A (the “Assignment”), and Purchaser shall pay to Seller the Purchase Price therefor as contemplated by Section 2.02 hereof.

2.04 Closing Costs.

(a) In connection with the conveyance of the Sale Assets by Seller to Purchaser, Seller shall pay the (“Seller’s Closing Costs”) fees and expenses of Seller’s legal counsel.

(b) In connection with the conveyance of the Sale Assets by Seller to Purchaser, Purchaser shall pay the following (“Purchaser’s Closing Costs”): (i) the fees and expenses of Purchaser’s legal counsel, (ii) any transfer taxes, if applicable, arising in connection with the transaction contemplated by this Agreement, (iii) the cost of Purchaser’s due diligence investigation, and (iv) all other costs and expenses arising in connection with the transaction contemplated herein, other than the costs that are Seller’s responsibility pursuant to Section 2.04(a) hereof.

(c) The provisions of this Section 2.04 shall survive the Closing.

2.05 Non-Recourse.

(a) With respect to a violation of a representation by Seller contained herein or made pursuant hereto discovered by Purchaser after the Closing, Purchaser shall be entitled to commence an action to obtain actual damages against Seller; provided, however, that Seller’s liability hereunder shall in no event exceed an amount equal to the Purchase Price actually received by Seller; provided, further, however, in no event shall Purchaser have the right to collect any consequential or indirect damages from Seller and Purchaser waives any and all such rights.

(b) Anything contained in this Agreement to the contrary notwithstanding, no recourse shall be had for the payment of any sum due under this Agreement, or for any claim based hereon or otherwise in respect hereof against any members, directors, officers, employees, shareholders, policyholders, partners, affiliates, trustees, administrators or agents of Seller or of any of the foregoing or the legal representative, heir, estate, successor or assignee of any of the foregoing or against any other person, partnership, corporation or trust, as principal of Seller, whether disclosed or undisclosed (collectively, “Seller’s Parties”). It is understood and agreed by the parties that all of the obligations of Seller under or with respect to this Agreement may not be enforced against Seller’s Parties.

ARTICLE III

Representations and Warranties

3.01 Seller Representations and Warranties. Seller represents and warrants to Purchaser that as of the date hereof:

(a) Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of its jurisdiction of formation.

(b) Seller has all requisite power and authority to execute and deliver this Agreement and all documents, certificates, agreements, instruments and writings it is required to deliver hereunder (collectively, the “Seller Closing Documents”), and to perform, carry out and consummate the transactions contemplated to be consummated by it hereby and thereby, including the power and authority to sell, transfer and convey the interest in the Sale Assets to be sold by it, subject to the satisfaction of the conditions precedent to Seller’s obligations hereinafter provided. The execution, delivery and performance of this Agreement and the other Seller Closing Documents have been duly authorized by all necessary action of Seller, including any required approval of the members of Seller. This Agreement does, and when executed by Seller, the other Seller Closing Documents shall, constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles.

(c) There is no action, suit or proceeding before any court or governmental or other regulatory or administrative agency, commission or tribunal pending or, to the actual knowledge of Seller, threatened against Seller or the interest in the Sale Assets to be sold by Seller which, if determined adversely to Seller would reasonably be expected to interfere in any material respect with the ability of Seller to perform its obligations under this Agreement or materially and adversely affect the value of the interest in the Sale Assets to be sold by Seller.

(d) Seller has not entered into any lease for the Property other than the Lease.

(e) To Seller’s actual knowledge, the Lease is in full force and effect and the obligation to pay rent thereunder has commenced. Seller has not received written notice of any uncured default from Lessee under the Lease.

(f) At Closing, the Sale Assets to be sold by Seller shall be free and clear of any lien, security interest or encumbrance thereon. There are no rights, options or other agreements of any kind to purchase, acquire, receive or issue any interest of Seller in and to the Sale Assets to be sold by it.

(g) Cole North Ridgeville has legal title to the Property, subject to the existing state of title of the Property.

(h) Cole North Ridgeville has not incurred any liabilities, except for (i) its obligations under the Material Organizational Documents, (ii) obligations arising from or relating to the ownership of its interests in the Property, (iii) its obligations relating to the maintenance of its status as a Delaware limited liability company and the maintenance of such company’s qualifications to do business in such other jurisdictions where it has qualified to do business, (iv) obligations arising under any matter appearing of record against the Property, (v) customary unsecured trade debt which will not exceed $1,000.00 as of the Closing Date, and (vi) the obligation to pay fees to The Corporation Trust Company for acting as its registered agent. Cole North Ridgeville does not own any assets, except (1) relating to the ownership of its interest in the Property, and (2) bank accounts.

(i) Cole North Ridgeville has been duly formed as a limited liability company and is validly existing in good standing under the laws of the State of Delaware and has the power and authority to own the Property.

The provisions of this Section 3.01 shall survive the Closing.

3.02 Purchaser Representations and Warranties. Purchaser represents and warrants to Seller that as of the date hereof:

(a) Purchaser is a limited partnership, duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation.

(b) Purchaser has all requisite power and authority to execute and deliver this Agreement and all documents, certificates, agreements, instruments and writings it is required to deliver hereunder, if any (collectively, the “Purchaser Closing Documents”), and to perform, carry out and consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the other Purchaser Closing Documents have been duly authorized by all necessary company action on the part of Purchaser. This Agreement does, and when executed by Purchaser, the other Purchaser Closing Documents shall, constitute the legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles.

(c) There is no action, suit or proceeding before any court or governmental or other regulatory or administrative agency, commission or tribunal pending or, to the actual knowledge of Purchaser (without any duty to investigate), threatened against Purchaser which, if determined adversely to Purchaser, could reasonably be expected to interfere in any material respect with the ability of Purchaser to perform its obligations under this Agreement.

The provisions of this Section 3.02 shall survive the Closing.

ARTICLE IV

Conditions

4.01 Seller’s Conditions. The obligation of Seller under this Agreement to consummate the transactions contemplated hereby shall be subject to the satisfaction of all the following conditions, any one or more of which may be waived in writing by Seller:

(a) Seller shall have received payment of the Purchase Price in accordance with Section 2.02 of this Agreement.

(b) Purchaser shall have delivered all of the documents and other items described in Section 5.01.

(c) The representations and warranties of Purchaser set forth in Section 3.02 above shall be true and correct in all material respects.

4.02 Purchaser’s Conditions. The obligation of Purchaser under this Agreement to consummate the transactions contemplated hereby shall be subject to the satisfaction of all of the following conditions, any one or more of which may be waived in writing by Purchaser:

(a) Seller shall have delivered all of the documents and other items described in Section 5.02.

(b) The representations and warranties of Seller set forth in Section 3.01 above shall be true and correct in all material respects, except for any matters pertaining to the Property that are Lessee’s responsibility under the Lease.

ARTICLE V

Closing Deliveries

5.01 Purchaser’s Closing Deliveries. At or prior to the Closing, Purchaser shall make or cause to be made the following deliveries:

(a) Purchaser shall have executed and delivered to Seller the Assignment.

(b) Purchaser shall have delivered to Seller evidence as to the authority of the person or persons executing documents on behalf of Purchaser.

5.02 Seller’s Closing Deliveries. At or prior to the Closing, Seller shall make or cause to be made the following deliveries:

(a) Seller shall have executed and delivered to Purchaser the Assignment.

(b) Seller shall have executed and delivered to Purchaser a certificate of “non- foreign person” status that meets the requirements of Section 1445 of the Internal Revenue Code of 1986, as amended.

(c) Seller shall have delivered to Purchaser the original or certified copies of the Material Organizational Documents.

(d) Seller shall have delivered to Purchaser evidence as to the authority of the person or persons executing the Seller Closing Documents on behalf of Seller.

ARTICLE VI

Miscellaneous

6.01 Broker. (a) Seller represents and warrants that neither Seller nor any of its respective affiliates or any of its respective directors, officers, partners, managers or members has dealt with anyone acting as broker, finder, financial advisor or in any similar capacity in connection with this Agreement or any of the transactions contemplated hereby. Seller shall indemnify, defend and hold harmless Purchaser from any and all claims, actions, liabilities, losses, damages and expenses, including reasonable attorneys’ fees and disbursements, which may be asserted against or incurred by Purchaser arising from a breach of Seller’s representation contained in this Section 6.01(a).

(b) Purchaser represents and warrants that neither Purchaser nor any of its affiliates or any of their respective directors, officers, partners, managers or members has dealt with anyone acting as broker, finder, financial advisor or in any similar capacity in connection with this Agreement or any of the transactions contemplated hereby. Purchaser shall indemnify, defend and hold harmless Seller from any and all claims, actions, liabilities, losses, damages and expenses, including reasonable attorneys’ fees and disbursements, which may be asserted against or incurred by Seller arising from a breach of Purchaser’s representation contained in this Section 6.01(b).

6.02 Indemnification. Purchaser shall indemnify, hold harmless and defend Seller, Seller’s affiliates, the partners, members, trustees, shareholders, directors, officers, attorneys, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns (collectively, the “Seller Parties”) from any and all demands, claims (including, without limitation, causes of action in tort), legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”) that may arise on account of or in any way be connected with any actions, suits, proceedings or claims brought by third parties against Seller relating to any alleged events, acts or omissions occurring with respect to the Property or the Material Organizational Documents, in each case, from and after the Closing Date. Seller shall indemnify, hold harmless and defend Purchaser, Purchaser’s affiliates, the partners, members, trustees, shareholders, directors, officers, attorneys, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns (collectively, the Purchaser Parties”) from any and all Claims that may arise on account of or in any way be connected with any actions, suits, proceedings or claims brought by third parties against Purchaser relating to any alleged events, acts or omissions occurring with respect to the Property or the Material Organizational Documents, in each case, prior to the Closing Date. The provisions of this Section shall survive Closing.

6.03 Entire Agreement. This Agreement, including all schedules and exhibits hereto, the Seller Closing Documents and the Purchaser Closing Documents supersede all prior discussions and agreements between the parties with respect to the subject matter hereof and thereof, and contain the sole and entire agreement between the parties hereto with respect to the subject matter hereof and thereof.

6.04 Waiver. Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in written instrument duly executed by or on behalf of the party waiving such term or condition. No waiver by any party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by applicable law or otherwise afforded, will be cumulative and not alternative.

6.05 Modification. This Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each party hereto.

6.06 Successors and Assigns. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person. Subject to the terms of Section 6.10 hereof, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

6.07 Interpretation. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, valid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

6.08 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona applicable to a contract executed and performed in such State, without giving effect to the conflicts of laws principles thereof.

6.09 Counterparts. This Agreement may be executed in any number of counterparts, and by facsimile signature, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

6.10 Assignment. Purchaser shall not assign or transfer its rights or obligations under this Agreement without the prior written consent of Seller, which consent may be granted or denied in Seller’s reasonable discretion. Notwithstanding the foregoing, Purchaser shall have the right, without Seller’s consent, to assign this Agreement to any affiliate of Purchaser controlled by Purchaser, provided such assignee agrees to assume, pursuant to an instrument reasonably acceptable to Seller, the obligations of Purchaser hereunder. No assignment of this Agreement by Purchaser shall relieve the Purchaser named herein of its obligations hereunder and, subsequent to any such assignment, the liability of such named Purchaser hereunder shall continue notwithstanding any subsequent modification or amendment hereof or the release of any subsequent purchaser hereunder from any liability, to all of which Purchaser consents in advance. No further assignment or transfer shall be permitted.

IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this Agreement as of the day and year first above written.

SELLER:
SERIES C, LLC, an Arizona limited liability company
By:	/s/ Todd J. Weiss
	Todd J. Weiss
	Authorized Officer
PURCHASER:
COLE OPERATING PARTNERSHIP IV, LP, a Delaware limited partnership
By:	Cole Credit Property Trust IV, Inc., a Maryland corporation, its general partner
	By:	/s/ D. Kirk McAllaster, Jr.
		D. Kirk McAllaster, Jr.
		Chief Financial Officer

EX-10.6

Exhibit 10.6

PURCHASE AND SALE AGREEMENT

(Membership Interest)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of April 13, 2012, between SERIES C, LLC, an Arizona limited liability company (“Seller”) having an address at 2325 East Camelback Road, Suite 1100, Phoenix, AZ 85016, and COLE OPERATING PARTNERSHIP IV, LP, a Delaware limited partnership (“Purchaser”), having an address at 2325 East Camelback Road, Suite 1100, Phoenix, AZ 85016.

RECITALS:

A. Seller owns 100% of the membership interest (“Sale Assets”) in Cole PM Wilkesboro NC, LLC, a Delaware limited liability company (“Cole Wilkesboro”).

B. Purchaser desires to acquire from Seller, and Seller desires to sell to Purchaser, the Sale Assets in accordance with and subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Seller and Purchaser agree as follows:

ARTICLE I

Definitions

The following capitalized terms used in this Agreement shall have the meanings ascribed to them below:

“Assignment” shall have the meaning set forth in Section 2.03(b) of this Agreement.

“Closing” shall have the meaning set forth in Section 2.03(a) of this Agreement.

“Closing Date” shall have the meaning set forth in Section 2.03(a) of this Agreement.

“Cole Wilkesboro” shall have the meaning set forth in the Recitals of this Agreement.

“Lease” shall mean the lease agreement with Lessee relating to the Property.

“Lessee” shall mean PetsMart, Inc., a Delaware corporation.

“Material Organizational Documents” shall mean, collectively, the following documents, as the same may hereafter be amended: (i) Certificate of Formation of Cole PM Wilkesboro NC, LLC, and (ii) the Limited Liability Company Agreement of Cole PM Wilkesboro NC, LLC, together with any amendments thereto.

“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Property” shall mean the right, title and interest of Cole Wilkesboro in the real property located at 1514 Winkler Mill Road Extension, Wilkesboro, North Carolina, and all improvements situated thereon, together with all right, title and interest of Cole Wilkesboro in and to all hereditaments, easements, rights-of-way, drives, alleys, parking areas and appurtenances thereunto belonging, or in any way appertaining to such real property.

“Purchase Price” shall have the meaning given such term in Section 2.02 of this Agreement.

“Purchaser” shall have the meaning given such term in the Preamble of this Agreement.

“Purchaser’s Closing Costs” shall have the meaning given such term in Section 2.04(b) of this Agreement.

“Purchaser Closing Documents” shall have the meaning given such term in Section 3.02(b) of this Agreement.

“Sale Assets” shall have the meaning given such term in the Recitals of this Agreement.

“Seller” shall have the meaning given such term in the Preamble of this Agreement.

“Seller Closing Documents” shall have the meaning given such term in Section 3.01(b) of this Agreement.

“Seller’s Closing Costs” shall have the meaning given such term in Section 2.04(a) of this Agreement.

“Seller’s Parties” shall have the meaning given such term in Section 2.05(b) of this Agreement.

ARTICLE II

Agreement to Sell and Purchase;

Terms of Sale and Purchase

2.01 Agreement to Sell and Purchase. In consideration of the mutual covenants and agreements set forth herein and upon and subject to the terms, provisions and conditions of this Agreement, Seller agrees to sell, assign, transfer and convey to Purchaser, and Purchaser agrees to purchase and acquire from Seller, the Sale Assets, in accordance with and subject to the terms and conditions of this Agreement.

2.02 Purchase Price; Prorations. The purchase price payable by Purchaser to Seller for the Sale Assets shall be $2,650,000.00 (the “Purchase Price”), payable as follows:

(a) On the Closing Date, the Purchase Price shall be payable by wire transfer of immediately available United States federal funds or other method acceptable to Seller to the account or accounts designated by Seller.

(b) On the Closing Date, Seller and Purchaser shall prorate the base rent paid under the Lease for the month in which the Closing Date occurs, such that there shall be an adjustment in favor of Purchaser in an amount determined by multiplying such base rent for the month in which the Closing occurs by a fraction, the numerator of which is the number of days from and after the Closing Date through the last day of the month in which the Closing occurs and the denominator of which is the total number of days in the month in which the Closing occurs. It is the intention of the parties to adjust only the base rent for the month in which the Closing occurs. Notwithstanding the foregoing, in the event an adjustment for real property taxes is sought by Purchaser due to the fact that current tax bills with respect to the Property had not yet been issued as of Closing Date, the Purchaser shall be entitled to seek an adjustment with respect to any closing proration of real property taxes until thirty (30) days after Purchaser’s receipt of tax bills for the period of time during which the Closing Date occurred.

(c) There shall be no prorations or adjustments of the Purchase Price except as set forth in this Section 2.02.

2.03 The Closing.

(a) The consummation of the sale and purchase of the Sale Assets contemplated by this Agreement (the “Closing”) shall take place on a date (the “Closing Date”) that is no later than 30 business days after Cole Credit Property Trust IV, Inc. (“REIT IV”), a Maryland corporation and the general partner of Purchaser, has broken escrow pursuant to the Amended and Restated Escrow Agreement, dated February 2, 2012 (the “Escrow Agreement”), among REIT IV, Cole Capital Corporation and UMB Bank, N.A.

(b) On the Closing Date, Seller shall sell, assign, transfer and convey to Purchaser all of Seller’s right, title and interest in and to the Sale Assets by delivery to Purchaser of an instrument of assignment in the form annexed hereto as Schedule A (the “Assignment”), and Purchaser shall pay to Seller the Purchase Price therefor as contemplated by Section 2.02 hereof.

2.04 Closing Costs.

(a) In connection with the conveyance of the Sale Assets by Seller to Purchaser, Seller shall pay the (“Seller’s Closing Costs”) fees and expenses of Seller’s legal counsel.

(b) In connection with the conveyance of the Sale Assets by Seller to Purchaser, Purchaser shall pay the following (“Purchaser’s Closing Costs”): (i) the fees and expenses of Purchaser’s legal counsel, (ii) any transfer taxes, if applicable, arising in connection with the transaction contemplated by this Agreement, (iii) the cost of Purchaser’s due diligence investigation, and (iv) all other costs and expenses arising in connection with the transaction contemplated herein, other than the costs that are Seller’s responsibility pursuant to Section 2.04(a) hereof.

(c) The provisions of this Section 2.04 shall survive the Closing.

2.05 Non-Recourse.

(a) With respect to a violation of a representation by Seller contained herein or made pursuant hereto discovered by Purchaser after the Closing, Purchaser shall be entitled to commence an action to obtain actual damages against Seller; provided, however, that Seller’s liability hereunder shall in no event exceed an amount equal to the Purchase Price actually received by Seller; provided, further, however, in no event shall Purchaser have the right to collect any consequential or indirect damages from Seller and Purchaser waives any and all such rights.

(b) Anything contained in this Agreement to the contrary notwithstanding, no recourse shall be had for the payment of any sum due under this Agreement, or for any claim based hereon or otherwise in respect hereof against any members, directors, officers, employees, shareholders, policyholders, partners, affiliates, trustees, administrators or agents of Seller or of any of the foregoing or the legal representative, heir, estate, successor or assignee of any of the foregoing or against any other person, partnership, corporation or trust, as principal of Seller, whether disclosed or undisclosed (collectively, “Seller’s Parties”). It is understood and agreed by the parties that all of the obligations of Seller under or with respect to this Agreement may not be enforced against Seller’s Parties.

ARTICLE III

Representations and Warranties

3.01 Seller Representations and Warranties. Seller represents and warrants to Purchaser that as of the date hereof:

(a) Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of its jurisdiction of formation.

(b) Seller has all requisite power and authority to execute and deliver this Agreement and all documents, certificates, agreements, instruments and writings it is required to deliver hereunder (collectively, the “Seller Closing Documents”), and to perform, carry out and consummate the transactions contemplated to be consummated by it hereby and thereby, including the power and authority to sell, transfer and convey the interest in the Sale Assets to be sold by it, subject to the satisfaction of the conditions precedent to Seller’s obligations hereinafter provided. The execution, delivery and performance of this Agreement and the other Seller Closing Documents have been duly authorized by all necessary action of Seller, including any required approval of the members of Seller. This Agreement does, and when executed by Seller, the other Seller Closing Documents shall, constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles.

(c) There is no action, suit or proceeding before any court or governmental or other regulatory or administrative agency, commission or tribunal pending or, to the actual knowledge of Seller, threatened against Seller or the interest in the Sale Assets to be sold by Seller which, if determined adversely to Seller would reasonably be expected to interfere in any material respect with the ability of Seller to perform its obligations under this Agreement or materially and adversely affect the value of the interest in the Sale Assets to be sold by Seller.

(d) Seller has not entered into any lease for the Property other than the Lease.

(e) To Seller’s actual knowledge, the Lease is in full force and effect and the obligation to pay rent thereunder has commenced. Seller has not received written notice of any uncured default from Lessee under the Lease.

(f) At Closing, the Sale Assets to be sold by Seller shall be free and clear of any lien, security interest or encumbrance thereon. There are no rights, options or other agreements of any kind to purchase, acquire, receive or issue any interest of Seller in and to the Sale Assets to be sold by it.

(g) Cole Wilkesboro has legal title to the Property, subject to the existing state of title of the Property.

(h) Cole Wilkesboro has not incurred any liabilities, except for (i) its obligations under the Material Organizational Documents, (ii) obligations arising from or relating to the ownership of its interests in the Property, (iii) its obligations relating to the maintenance of its status as a Delaware limited liability company and the maintenance of such company’s qualifications to do business in such other jurisdictions where it has qualified to do business, (iv) obligations arising under any matter appearing of record against the Property, (v) customary unsecured trade debt which will not exceed $1,000.00 as of the Closing Date, and (vi) the obligation to pay fees to The Corporation Trust Company for acting as its registered agent. Cole Wilkesboro does not own any assets, except (1) relating to the ownership of its interest in the Property, and (2) bank accounts.

(i) Cole Wilkesboro has been duly formed as a limited liability company and is validly existing in good standing under the laws of the State of Delaware and has the power and authority to own the Property.

The provisions of this Section 3.01 shall survive the Closing.

3.02 Purchaser Representations and Warranties. Purchaser represents and warrants to Seller that as of the date hereof:

(a) Purchaser is a limited partnership, duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation.

(b) Purchaser has all requisite power and authority to execute and deliver this Agreement and all documents, certificates, agreements, instruments and writings it is required to deliver hereunder, if any (collectively, the “Purchaser Closing Documents”), and to perform, carry out and consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the other Purchaser Closing Documents have been duly authorized by all necessary company action on the part of Purchaser. This Agreement does, and when executed by Purchaser, the other Purchaser Closing Documents shall, constitute the legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles.

(c) There is no action, suit or proceeding before any court or governmental or other regulatory or administrative agency, commission or tribunal pending or, to the actual knowledge of Purchaser (without any duty to investigate), threatened against Purchaser which, if determined adversely to Purchaser, could reasonably be expected to interfere in any material respect with the ability of Purchaser to perform its obligations under this Agreement.

The provisions of this Section 3.02 shall survive the Closing.

ARTICLE IV

Conditions

4.01 Seller’s Conditions. The obligation of Seller under this Agreement to consummate the transactions contemplated hereby shall be subject to the satisfaction of all the following conditions, any one or more of which may be waived in writing by Seller:

(a) Seller shall have received payment of the Purchase Price in accordance with Section 2.02 of this Agreement.

(b) Purchaser shall have delivered all of the documents and other items described in Section 5.01.

(c) The representations and warranties of Purchaser set forth in Section 3.02 above shall be true and correct in all material respects.

4.02 Purchaser’s Conditions. The obligation of Purchaser under this Agreement to consummate the transactions contemplated hereby shall be subject to the satisfaction of all of the following conditions, any one or more of which may be waived in writing by Purchaser:

(a) Seller shall have delivered all of the documents and other items described in Section 5.02.

(b) The representations and warranties of Seller set forth in Section 3.01 above shall be true and correct in all material respects, except for any matters pertaining to the Property that are Lessee’s responsibility under the Lease.

ARTICLE V

Closing Deliveries

5.01 Purchaser’s Closing Deliveries. At or prior to the Closing, Purchaser shall make or cause to be made the following deliveries:

(a) Purchaser shall have executed and delivered to Seller the Assignment.

(b) Purchaser shall have delivered to Seller evidence as to the authority of the person or persons executing documents on behalf of Purchaser.

5.02 Seller’s Closing Deliveries. At or prior to the Closing, Seller shall make or cause to be made the following deliveries:

(a) Seller shall have executed and delivered to Purchaser the Assignment.

(b) Seller shall have executed and delivered to Purchaser a certificate of “non- foreign person” status that meets the requirements of Section 1445 of the Internal Revenue Code of 1986, as amended.

(c) Seller shall have delivered to Purchaser the original or certified copies of the Material Organizational Documents.

(d) Seller shall have delivered to Purchaser evidence as to the authority of the person or persons executing the Seller Closing Documents on behalf of Seller.

ARTICLE VI

Miscellaneous

6.01 Broker. (a) Seller represents and warrants that neither Seller nor any of its respective affiliates or any of its respective directors, officers, partners, managers or members has dealt with anyone acting as broker, finder, financial advisor or in any similar capacity in connection with this Agreement or any of the transactions contemplated hereby. Seller shall indemnify, defend and hold harmless Purchaser from any and all claims, actions, liabilities, losses, damages and expenses, including reasonable attorneys’ fees and disbursements, which may be asserted against or incurred by Purchaser arising from a breach of Seller’s representation contained in this Section 6.01(a).

(b) Purchaser represents and warrants that neither Purchaser nor any of its affiliates or any of their respective directors, officers, partners, managers or members has dealt with anyone acting as broker, finder, financial advisor or in any similar capacity in connection with this Agreement or any of the transactions contemplated hereby. Purchaser shall indemnify, defend and hold harmless Seller from any and all claims, actions, liabilities, losses, damages and expenses, including reasonable attorneys’ fees and disbursements, which may be asserted against or incurred by Seller arising from a breach of Purchaser’s representation contained in this Section 6.01(b).

6.02 Indemnification. Purchaser shall indemnify, hold harmless and defend Seller, Seller’s affiliates, the partners, members, trustees, shareholders, directors, officers, attorneys, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns (collectively, the “Seller Parties”) from any and all demands, claims (including, without limitation, causes of action in tort), legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”) that may arise on account of or in any way be connected with any actions, suits, proceedings or claims brought by third parties against Seller relating to any alleged events, acts or omissions occurring with respect to the Property or the Material Organizational Documents, in each case, from and after the Closing Date. Seller shall indemnify, hold harmless and defend Purchaser, Purchaser’s affiliates, the partners, members, trustees, shareholders, directors, officers, attorneys, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns (collectively, the “Purchaser Parties”) from any and all Claims that may arise on account of or in any way be connected with any actions, suits, proceedings or claims brought by third parties against Purchaser relating to any alleged events, acts or omissions occurring with respect to the Property or the Material Organizational Documents, in each case, prior to the Closing Date. The provisions of this Section shall survive Closing.

6.03 Entire Agreement. This Agreement, including all schedules and exhibits hereto, the Seller Closing Documents and the Purchaser Closing Documents supersede all prior discussions and agreements between the parties with respect to the subject matter hereof and thereof, and contain the sole and entire agreement between the parties hereto with respect to the subject matter hereof and thereof.

6.04 Waiver. Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in written instrument duly executed by or on behalf of the party waiving such term or condition. No waiver by any party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by applicable law or otherwise afforded, will be cumulative and not alternative.

6.05 Modification. This Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each party hereto.

6.06 Successors and Assigns. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person. Subject to the terms of Section 6.10 hereof, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties hereto and their respective successors and assigns.

6.07 Interpretation. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, valid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

6.08 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona applicable to a contract executed and performed in such State, without giving effect to the conflicts of laws principles thereof.

6.09 Counterparts. This Agreement may be executed in any number of counterparts, and by facsimile signature, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

6.10 Assignment. Purchaser shall not assign or transfer its rights or obligations under this Agreement without the prior written consent of Seller, which consent may be granted or denied in Seller’s reasonable discretion. Notwithstanding the foregoing, Purchaser shall have the right, without Seller’s consent, to assign this Agreement to any affiliate of Purchaser controlled by Purchaser, provided such assignee agrees to assume, pursuant to an instrument reasonably acceptable to Seller, the obligations of Purchaser hereunder. No assignment of this Agreement by Purchaser shall relieve the Purchaser named herein of its obligations hereunder and, subsequent to any such assignment, the liability of such named Purchaser hereunder shall continue notwithstanding any subsequent modification or amendment hereof or the release of any subsequent purchaser hereunder from any liability, to all of which Purchaser consents in advance. No further assignment or transfer shall be permitted.

IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this Agreement as of the day and year first above written.

SELLER:
SERIES C, LLC, an Arizona limited liability company
By:	/s/ Todd J. Weiss
	Todd J. Weiss
	Authorized Officer
PURCHASER:
COLE OPERATING PARTNERSHIP IV, LP, a Delaware limited partnership
By:	Cole Credit Property Trust IV, Inc., a Maryland corporation, its general partner

By:	/s/ D. Kirk McAllaster, Jr.
	D. Kirk McAllaster, Jr.
	Chief Financial Officer

EX-10.7

Exhibit 10.7

BORROWING BASE REVOLVING LINE OF CREDIT AGREEMENT

DATED AS OF APRIL 13, 2012

BY AND AMONG

COLE OPERATING PARTNERSHIP IV, LP, a Delaware limited partnership

AS BORROWER,

AND

JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,

AND

THE LENDERS REFERENCED HEREIN,

AND

J.P. MORGAN SECURITIES LLC,

AS SOLE BOOKRUNNER AND SOLE LEAD ARRANGER

BORROWING BASE REVOLVING LINE

OF CREDIT AGREEMENT

This BORROWING BASE REVOLVING LINE OF CREDIT AGREEMENT (this “Agreement”) dated as of April 13, 2012 is made and entered into by and among COLE OPERATING PARTNERSHIP IV, LP, a Delaware limited partnership (“Borrower”), JPMORGAN CHASE BANK, N.A., a national banking association, in its capacity as Administrative Agent (as hereinafter defined), and the Lenders (as hereinafter defined) party hereto from time to time.

RECITALS

(A) Borrower has requested that Lenders provide to Borrower a borrowing base revolving line of credit to finance Borrower’s or a Subsidiary Guarantor’s acquisition and operation of Qualified Properties (as hereinafter defined).

(B) Lenders are willing to provide such a borrowing base revolving line of credit to Borrower upon the terms and conditions hereinafter set forth.

AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Administrative Agent and the Lenders agree that:

ARTICLE 1

DEFINITIONS

1.1 Definitions. In this Agreement, the following capitalized terms have the following meanings:

“ABR”, when used in reference to any Loan or Advance, refers to whether such Loan, or the Loans comprising such Advance, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Accordion Increase” means as defined in Section 2.1(c).

“Acquisition Costs” means the actual purchase price paid by the applicable Subsidiary Guarantor to acquire a Qualified Property (excluding any costs and expenses incurred in connection therewith that were added to the purchase price for such Qualified Property).

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, or for any Floating Rate Borrowing, an interest rate per annum (rounded upwards, if necessary, to the next 1/16th of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

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“Administrative Agent” means JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent for the Lenders hereunder, or any successor administrative agent.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by Administrative Agent.

“Advance” means each disbursement of proceeds of the Commitment, including, without limitation, Protective Advances and Swing Line Advances.

“Advisors” means Cole REIT Advisors IV, LLC and its Affiliates.

“Affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with, such Person. For the purposes of this Agreement, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Aggregate Commitment” means, as of any date of determination, the aggregate of the Commitments of all the Lenders, as such amount may be reduced or increased (by the Accordion Increase) in accordance with this Agreement. As of the Effective Date hereof, the Aggregate Commitment is Fifty Million and No/100 Dollars ($50,000,000.00).

“Agreement” means this Borrowing Base Revolving Line of Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus  ¹/2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on the Reuters Screen LIBOR01 Page (or on any successor or substitute page) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

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“Applicable Margin” means, for any day, (a) with respect to Eurodollar Borrowings, the rate per annum set forth below under the heading “Eurodollar Margin” opposite the applicable period then in effect, and (b) with respect to Floating Rate Borrowings, the rate per annum set forth below under the heading “Floating Rate Margin” opposite the applicable period then in effect; provided, however, that no reduction in the Applicable Margin shall occur after the occurrence and during the continuance of a Default:

Period	Eurodollar Margin			Floating Rate Margin
Tier 1 Period		2.70	%		1.70	%
Tier 2 Period		2.55	%		1.55	%
Tier 3 Period		2.40	%		1.40	%

“Appraisal” means an appraisal of each Qualified Property which meets the following requirements: (a) such appraisal has been prepared by an independent appraiser reasonably approved and directly engaged by Administrative Agent; (b) such appraisal satisfies all of the requirements set forth in Section 3.6; (c) such appraisal complies with all applicable federal and state laws and regulations dealing with appraisals or valuations of real property; and (d) such appraisal has been reviewed as to form and content and approved by Administrative Agent in its sole and absolute discretion.

“Appraised Value” means, with respect to each Qualified Property, the appraised value of such Qualified Property set forth in the most recent Appraisal for such Qualified Property.

“Approvals and Permits” means each and all approvals, authorizations, bonds, consents, certificates, franchises, licenses, permits, registrations, qualifications, entitlements and other actions and rights granted by or filings with any Person necessary or appropriate for acquisition and development of the Qualified Properties, for the sale of Qualified Properties, for occupancy, ownership and use by Persons of the Qualified Properties, or otherwise for the conduct of, or in connection with, the business and operations of Borrower or any other Loan Party.

“Approved Fund” means (a) a commercial bank organized under the laws of the United States of America, or any state thereof, and having total assets in excess of $5,000,000,000; (b) a savings and loan association or savings bank organized under the laws of the United States of America, or any state thereof, and having a tangible net worth of at least $250,000,000; (c) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (“OECD”), or a political subdivision of any such country, and having total assets in excess of $10,000,000,000, provided that such bank is acting through a branch or agency located in the United States of America; or (d) the central bank of any country which is a member of the OECD.

“Approved Subordinated Debt” means affiliate debt provided to Borrower by Cole Capital Advisors, Inc., or a wholly owned subsidiary of Cole Capital Advisors, Inc., which is (i) subject to approval by Administrative Agent in its sole, but reasonable discretion, (ii) unsecured, (iii) subordinate to the Obligations pursuant to an Approved Subordination Agreement, and (iv) has been documented in a manner satisfactory to Administrative Agent.

“Approved Subordination Agreement” means, with respect to any Approved Subordinated Debt, a subordination agreement in form and substance satisfactory to Administrative Agent.

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“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.1), and accepted by Administrative Agent, in the form of Exhibit A attached hereto or any other form approved by Administrative Agent.

“Authorization Documents” means certified copies of all resolutions of the shareholders, members or partners, as applicable, of Borrower, each Guarantor and each other Loan Party, authorizing Borrower, Guarantors and each other Loan Party to execute, deliver and perform its obligations under this Agreement and the other Loan Documents to be executed and delivered by Borrower, the applicable Guarantor or any other Loan Party in connection herewith, and certifying the names and signatures thereon of the officers of Borrower, the applicable Guarantor and each other Loan Party authorized to execute this Agreement and the other Loan Documents and to request Advances on behalf of Borrower.

“Available Commitment” means at any time, the lesser of:

(a) The Aggregate Commitment; or

(b) The Borrowing Base, as determined by Administrative Agent from time to time in accordance with Article 3.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor federal statute.

“Borrower” means COLE OPERATING PARTNERSHIP IV, LP, a Delaware limited partnership.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business, appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality), to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Borrowing” means Advances of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Borrowings, as to which a single Interest Period is in effect.

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“Borrowing Base” means as defined in Section 3.1.

“Borrowing Base Report and Collateral Certificate” means a report prepared by Borrower, signed and certified as accurate and complete by an authorized officer of Borrower’s general partner, in substantially the form of Exhibit D or another form which is reasonably acceptable to each of Administrative Agent and Borrower.

“Borrowing Base Value” means as defined in Section 3.1, as determined by Administrative Agent from time to time in its sole but reasonable business judgment discretion.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City or Phoenix, Arizona, are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Borrowing, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“Capitalization Rate” means 7.50%.

“CCPT IV” means COLE CREDIT PROPERTY TRUST IV, INC., a Maryland corporation.

“Change in Law” means (a) the adoption of any law, rule, regulation or treaty (including any rules or regulations issued under or implementing any existing law) after the date of this Agreement, (b) any change in any law, rule, regulation or treaty or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.17(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

“Change of Control” means an event or series of events by which (a) CCPT IV fails to own, directly or indirectly, more than 50% of the Ownership Interests of Borrower entitled to vote for members of the board of directors or equivalent governing body of Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) or (b) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of CCPT IV cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period or (ii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.

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“Closing Date” means the earlier of the date of the first disbursement of the proceeds of the Commitment or the date all the conditions to the first disbursement have been satisfied, including recording the initial Mortgage Instrument.

“CMBS Securities” means a collective reference to any investment securities that represent an interest in, or are secured by, one or more pools of commercial mortgage loans or synthetic mortgages.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means the property, interests in property, and rights to property securing any or all Obligations from time to time.

“Commitment” means the obligation of Lenders to make Advances to Borrower pursuant to this Agreement and otherwise provide credit pursuant to this Agreement.

“Commitment Amount” means, with respect to each Lender, the amount of the Aggregate Commitment represented by each Lender’s respective Commitment under this Agreement.

“Commitment Amount Percentage” means, with respect to any Lender, the percentage of the Aggregate Commitment represented by such Lender’s Commitment Amount. If the Commitments have terminated or expired, the Commitment Amount Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

“Compliance Certificate” means a Certificate in the form of Exhibit E attached hereto or another form which is reasonably acceptable to each of Administrative Agent and Borrower.

“Consolidated Debt Service” means, with respect to the Consolidated Group for any period, without duplication, (a) Consolidated Interest Expense for such period, plus (b) the aggregate amount of scheduled principal payments attributable to Consolidated Outstanding Indebtedness (excluding optional prepayments and scheduled principal payments in respect of any such Indebtedness which is not amortized through equal periodic installments of principal and interest over the term of such Indebtedness) required to be made during such period by any member of the Consolidated Group, plus (c) a percentage of all such scheduled principal payments required to be made during such period by any Investment Affiliate on Indebtedness taken into account in calculating Consolidated Interest Expense (excluding optional prepayments and scheduled principal payments in respect of any such Indebtedness which is not amortized through equal periodic installments of principal and interest over the term of such Indebtedness), equal to the greater of (x) the percentage of the principal amount of such Indebtedness for which any member of the Consolidated Group is liable (to the extent not already included pursuant to clause (b) above) and (y) the Consolidated Group Pro Rata Share of such Investment Affiliate.

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“Consolidated Group” means CCPT IV and all Persons whose financial results are consolidated with CCPT IV for financial reporting purposes under GAAP.

“Consolidated Group Pro Rata Share” means, with respect to any Investment Affiliate, the percentage of the total equity ownership interests held by the Consolidated Group in the aggregate, in such Investment Affiliate; provided, that to the extent a given calculation includes liabilities, obligations or Indebtedness of any Investment Affiliate and the Consolidated Group, in the aggregate, is or would be liable for a portion of such liabilities, obligations or Indebtedness in a percentage that differs from that calculated above, the “Consolidated Group Pro Rata Share” with respect to such liabilities, obligations or Indebtedness shall be equal to the percentage of such liabilities, obligations or Indebtedness for which the Consolidated Group is or would be liable.

“Consolidated Interest Expense” means, for any period, without duplication, the sum of (a) the amount of interest expense, determined in accordance with GAAP, of the Consolidated Group for such period attributable to Consolidated Outstanding Indebtedness during such period, plus (b) the Consolidated Group Pro Rata Share of any interest expense, determined in accordance with GAAP, of any Investment Affiliate, for such period, whether recourse or non recourse.

“Consolidated Outstanding Indebtedness” means, as of any date of determination, without duplication, the sum of (a) all Indebtedness of the Consolidated Group outstanding at such date, determined on a consolidated basis in accordance with GAAP (whether recourse or non recourse), plus, without duplication, (b) the applicable Consolidated Group Pro Rata Share of any Indebtedness of each Investment Affiliate, other than, in either case, Indebtedness of any member of the Consolidated Group owed to another member of the Consolidated Group.

“Consolidated Net Operating Income” means, with respect to a Project owned for and not Construction in Progress during the prior twelve (12) months, (a) “property rental and other income” (as determined by GAAP) attributable to such Project accruing for such period, plus (b) all master lease income, less (c) the amount of all expenses (as determined in accordance with GAAP) incurred in connection with and directly attributable to the ownership and operation of such Project for such period, excluding any general and administrative expenses related to the operation of Borrower or the applicable owner of the Project, any interest expense or other debt service charges, any real estate acquisition costs and expenses, any amortization related to above-market or below-market leases and any non-cash charges such as impairment of real estate assets and depreciation or amortization of financing costs, all as for the four (4) consecutive fiscal quarters most recently ended.

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“Construction in Progress” means, as of any date, the GAAP-determined value of any Projects then under development, provided that a Project shall no longer be included in Construction in Progress and shall be deemed to be a stabilized project upon the earlier of (a) the expiration of the second full fiscal quarter after substantial completion (the earlier of receipt of a temporary certificate of occupancy or a final certificate of occupancy) of such Project, (b) the date such Project is one hundred percent (100%) occupied and the tenant(s) thereof are paying rent in accordance with the provisions set forth in the applicable lease agreement and (c) the last day of the fiscal quarter in which the annualized Consolidated Net Operating Income attributable to such Project divided by the Capitalization Rate exceeds the book value of such Project.

“Cost Advance” means, for each Qualified Property (i) during the Tier 1 Period, seventy percent (70%) of the Acquisition Costs of such Qualified Property as reasonably determined by Administrative Agent, (ii) during the Tier 2 Period, sixty-five percent (65%) of the Acquisition Costs of such Qualified Property as reasonably determined by Administrative Agent, and (iii) during the Tier 3 Period, sixty percent (60%) of the Acquisition Costs of such Qualified Property as reasonably determined by Administrative Agent.

“Credit Party” means the Administrative Agent or any other Lender.

“Credit Tenant” means any Tenant that has an S&P rating of BBB- or better, a Moody’s rating of Baa3 or better, or a Fitch Rating of BBB- or better or whose lease obligations are fully guaranteed by an entity that has an S&P rating of BBB- or better, a Moody’s rating of Baa3 or better, or a Fitch Rating of BBB- or better.

“Dark Property” means an otherwise Qualified Property where one or more of the Tenants previously occupying said Qualified Property has vacated said Qualified Property and caused total physical occupancy to be less than 100% for Single-Tenant Properties or 85% for Multi-Tenant Properties, but said Qualified Property remains 100% leased for Single-Tenant Properties or 85% for Multi-Tenant Properties (ignoring subleases) to one or more Credit Tenants, as applicable, pursuant to a net Lease or Leases, said Tenant or Tenants are current on payments.

“Debt Coverage Amount” means (i) during the Tier 1 Period, the greater of (a) a 9.50% Debt Yield, and (b) a Debt Service Coverage Ratio of 1.15 to 1.0, (ii) during the Tier 2 Period, the greater of (a) a 10.25% Debt Yield, and (b) a Debt Service Coverage Ratio of 1.25 to 1.0, and (iii) during the Tier 3 Period, the greater of (a) a 11.00% Debt Yield, and (b) a Debt Service Coverage Ratio of 1.35 to 1.0.

“Debt Service Coverage Ratio” means, as of any date of determination and with respect to all of the Qualified Properties, the aggregate NOI for such Qualified Properties divided by Total Debt Service as of the date of such determination.

“Debt Yield” means, as of any date of determination and with respect to all of the Qualified Properties, (a) the aggregate NOI for such Qualified Properties, divided by (b) the then total Available Commitment as of such date.

“Default Interest Rate” means as defined in Section 2.5(c).

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“Defaulting Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loan, or (ii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular Default, if any) has not been satisfied; (b) has notified the Borrower or any Credit Party in writing, or has made a public statement, to the effect that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular Default, if any) cannot be satisfied) or generally under other agreements in which it commits to extend credit; (c) has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations to fund under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c), upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent; or (d) has become the subject of a Bankruptcy Event.

“Disqualified Property” means as defined in Section 4.2.

“Distributions” means any dividend or other distribution paid by CCPT IV to shareholders in respect of any Ownership Interest in CCPT IV, excluding (a) dividends or distributions payable solely in shares of the applicable class of Ownership Interests to the holders of such class and (b) any commercially reasonable advisory and management fees paid to or any commercially reasonable costs or commercially reasonable expenses incurred in connection with advisory and management services by the Advisors.

“Dividend Payout Ratio” means Distributions paid for any period less Dividend Reinvestment Proceeds received by CCPT IV, divided by the Modified Funds From Operations of Consolidated Group.

“Dividend Reinvestment Proceeds” means Distributions on account of any shares of any Ownership Interests of CCPT IV which any holder(s) of such Ownership Interests direct to be used, concurrently with the making of such Distributions, for the purpose of purchasing for the account of such holder(s) additional Ownership Interests in CCPT IV or its Subsidiaries.

“Draw Request” means a completed request, substantially in form of Exhibit J attached hereto or such other form reasonably satisfactory to Administrative Agent, from Borrower to Administrative Agent requesting an Advance, together with such other documents and information as Administrative Agent may require from time to time, in its sole but reasonable business judgment discretion.

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“EBITDA” means, with respect to the Consolidated Group for any period, consolidated net income of the Consolidated Group as determined in accordance with GAAP plus, to the extent previously deducted, interest, taxes, depreciation, amortization, straight lining of rents, gains or losses from sales of assets, extraordinary items, impairment of real estate assets, other non-cash items, fees and expenses associated with the transaction contemplated by this Agreement, managements fees and expenses and real estate acquisition costs and expenses and the Consolidated Group Pro Rata Share of interest, taxes, depreciation, amortization, straight lining of rents, gains or losses from sales of assets, extraordinary items, impairment of real estate assets, other non-cash items, management fees and expenses and real estate acquisition costs and expenses for the Investment Affiliates. To the extent previously deducted, all of the above described modifiers to such consolidated net income are as derived from CCPT IV’s books and records, which books and records are to be maintained in accordance with GAAP.

“Effective Date” means the date set forth on the first page of this Agreement.

“Eligible Collateral” means the Qualified Properties that meet the requirements of Eligible Collateral set forth in this Agreement, subject to the exclusions set forth in this Agreement and excluding any Disqualified Property.

“Eligible Real Estate Investments” means any of the following investments held by or owed to any Loan Party, any Subsidiary thereof or any Investment Affiliate: (a) any Secured Debt, including any “Tranche B” loans thereunder or participation interests therein; provided, however, if such Secured Debt is evidenced by a promissory note, such promissory note is properly assigned and/or endorsed payable to such Loan Party, such Subsidiary or such Investment Affiliate or if the investment is a participation interest, to the Person granting such participation interest, (b) any investment securities that represent an interest in, or are secured by, one or more pools of commercial mortgage loans or synthetic mortgages, (c) any mezzanine debt, including any participation interests therein, (d) any preferred equity and (e) any REIT public common stock.

“Environmental Agreement” means, with respect to each Qualified Property, certain Environmental Indemnity Agreements now or hereafter executed by Borrower and Guarantors for the benefit of Administrative Agent and Lenders, substantially in the form attached hereto as Exhibit F, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ERISA” means the Employee Retirement Income Security Act of 1974 and the regulations and published interpretations thereunder, as in effect from time to time.

“ERISA Affiliate” means as defined in Section 5.1(k)(ii).

“Eurodollar Borrowing” refers to each Advance that bears interest at the Eurodollar Rate.

“Eurodollar Rate” means, with respect to a Eurodollar Borrowing for the relevant Interest Period, the sum of (i) the applicable Adjusted LIBO Rate plus (ii) the Applicable Margin for Eurodollar Borrowings.

“Event of Default” means as defined in Section 8.1.

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“Excluded Taxes” means, with respect to any payment made by the Borrower under this Agreement, any of the following Taxes imposed on or with respect to a Recipient: (a) income or franchise Taxes imposed on (or measured by) net income by the United States of America, or by the jurisdiction under the laws of which such Recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits Taxes imposed by the United States of America or any similar Taxes imposed by any other jurisdiction in which Borrower is located and (c) in the case of a Non U.S. Lender (other than an assignee pursuant to a request by the Borrower under Section 2.18(b)), any U.S. Federal withholding Taxes resulting from any law in effect (including FATCA) on the date such Non U.S. Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Non-U.S. Lender’s failure to comply with Section 2.11(f), except to the extent that such Non U.S. Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from Borrower with respect to such withholding Taxes pursuant to Section 2.11(a).

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement and any regulations or official interpretations thereof.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/16th of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/16th of 1%) of the quotations for such day for such transactions received by Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Federal Reserve Bank” means any one of the twelve (12) Federal Reserve Banks located in the United States of America.

“Fiscal Year” means, as applicable, the fiscal year of Borrower ending on each December 31, or the fiscal year of CCPT IV ending on each December 31.

“Fitch” means Fitch Ratings, Ltd. and any successor thereto.

“First Adjustment Date” means the earlier of (i) the date that is six (6) months after the Effective Date, or (ii) provided that Borrower is in compliance with the terms and provisions of this Agreement and no Event of Default or Unmatured Event of Default shall exist, the date selected by Borrower by written notice to Administrative Agent. Any such election by Borrower shall be irrevocable.

“Floating Rate” means, for any day, the sum of (i) a rate per annum equal to the Alternate Base Rate for such day plus (i) the Applicable Margin for the Floating Rate.

“Floating Rate Borrowing” refers to each Advance that bears interest at the Floating Rate.

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“Formation Documents” means the articles of incorporation, articles of organization, partnership certificate, bylaws, operating agreement and partnership agreement of Borrower, each Guarantor and each other Loan Party, together with such resolutions, consent and other documents as Administrative Agent may reasonably require to evidence due formation, valid existence and authority of Borrower, each Guarantor and each other Loan Party.

“GAAP” means generally accepted accounting principles consistently applied.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantors” means, collectively, CCPT IV and Subsidiary Guarantors.

“Highest Lawful Rate” means the maximum non-usurious interest rate, as in effect from time to time, which may be charged, contracted for, reserved, received or collected by Lenders in connection with this Agreement and the other Loan Documents, it being the express intent of the parties hereto that such maximum non-usurious interest rate shall be determined, to the maximum extent permitted by law, by the internal laws of the State of Arizona applicable to interest rates agreed to and contracted for in writing.

“Impositions” means any and all of the following:

(a) Real property taxes and assessments (general and special) assessed against or imposed upon or in respect of any of the Collateral or the Obligations;

(b) Personal property taxes assessed against or imposed upon or in respect of any of the Collateral or the Obligations;

(c) Other taxes and assessments of any kind or nature that are assessed or imposed upon or in respect of the Collateral or the Obligations or that may result in a Lien or Encumbrance upon any of the Collateral (including, without limitation, non-governmental assessments, levies, maintenance and other charges whether resulting from covenants, conditions, and restrictions or otherwise, water and sewer rents and charges, assessments on any water stock, utility charges and assessments, and owner association dues, fees, and levies);

(d) Taxes or assessments on any of the Collateral in lieu of or in addition to any of the foregoing;

(e) Taxes on income, revenues, rents, issues, profits and franchise taxes in respect of the Collateral;

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(f) Costs, expenses and fees arising from or related to any of the Approvals and Permits or the Requirements; and

(g) Assessment, documentary, indebtedness, license, stamp and revenue charges, fees and taxes and any other fees or taxes imposed on Lenders and measured by or based in whole or in part upon ownership of the Mortgage Instruments, interest in Collateral, or any promissory note, guaranty or Indebtedness secured by the Mortgage Instruments or upon the nature or amount of the Obligations, excluding, however, from all of the foregoing, any Excluded Taxes.

“Improvements” means any and all improvements now or hereafter constructed on the Qualified Properties.

“Indebtedness” means, as to any Person, all obligations (including contingent obligations, trade payables and accrued expenses) that would be included as liabilities on a balance sheet prepared in accordance with GAAP and determined on a consolidated basis for such Person.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by the Borrower under this Agreement and (b) Other Taxes.

“Initial Maturity Date” means April 13, 2015.

“Interest Election Request” means a request by Borrower to convert or continue a Borrowing in accordance with Section 2.2.

“Interest Payment Date” means the 5^th day of each month.

“Interest Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Eurodollar Borrowing and ending on the numerically corresponding day in the calendar month that is one, two or three months thereafter, as Borrower may elect, provided, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Eurodollar Borrowing initially shall be the date on which such Eurodollar Borrowing is made and, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interest Rate” means either the Eurodollar Rate or Floating Rate, as applicable.

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“Investment” means, with respect to any Person, any outstanding loan or advance (other than deposits made in connection with any acquisition of Qualified Properties or other assets and advances made in the ordinary course of business that would be recorded as accounts receivable on the balance sheet of such Person prepared in accordance with GAAP) made by such Person to any other Person; any contingent liabilities of such Person undertaken with respect to outstanding Indebtedness of any other Person; and any ownership or similar interest held by such Person in any other Person.

“Investment Affiliate” means any Person in which the Consolidated Group, directly or indirectly, has a ten percent (10%) or greater ownership interest, whose financial results are not consolidated under GAAP with the financial results of the Consolidated Group.

“Involuntary Lien” means any Lien or Encumbrance securing the payment of money or the performance of any other obligation created involuntarily under any law, ordinance, regulation, or rule, or otherwise and any claim of any such Lien or Encumbrance. For purposes of the Loan Documents and the rights and remedies thereunder, “stop notices” or similar notices and demands from Persons performing work or supplying materials with respect to any Collateral and who are asserting lien rights, shall be considered as Involuntary Liens.

“Issuing Lender” means JPMORGAN CHASE BANK, N.A. or any successor thereof approved by Administrative Agent in its sole and absolute discretion.

“Law” means any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, guideline, order, injunction, writ, decree, or award of any Governmental Authority with jurisdiction over Borrower, each Guarantor or any Qualified Property.

“Leases” means, collectively, any lease or other agreement for the use and occupancy of all or any portion of the Improvements, whether now in existence or hereafter arising, including any amendments or supplements thereto, provided any such amendments and supplements executed after the Effective Date that materially increase the obligations of the applicable Subsidiary Guarantor or materially decrease the obligations of the applicable Tenant shall be subject to Administrative Agent’s approval.

“Lease Documents” means the Leases, all guaranties of the Leases, and all other documents, agreements and instruments executed and delivered in connection therewith, including any amendments or supplements thereto, provided any such amendments and supplements executed after the Effective Date that materially increase the obligations of the applicable Subsidiary Guarantor or materially decrease the obligations of the applicable Tenant shall be subject to Administrative Agent’s approval.

“Lenders” means, collectively, (i) the Persons listed on Schedule 1 attached hereto, (ii) any other Person that shall have become a party hereto pursuant to an Assignment and Assumption (including, without limitation, in connection with an Accordion Increase), but excluding any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption, and (iii) unless otherwise provided in this Agreement, Swing Line Lender.

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“Lending Office” means, with respect to each Lender, each Lender’s office located at its address set forth on the signature pages hereof as its Lending Office or such other office as such Lender may hereafter designate as its Lending Office by written notice to Administrative Agent and Borrower.

“Letter of Credit Agreement” means, collectively, (a) Issuing Lender’s standard form agreement for commercial letters of credit in use by Issuing Lender and (b) Issuing Lender’s standard form agreement for standby letters of credit in use by Issuing Lender, in each case acceptable to Borrower, which with respect to the initial Issuing Lender, is substantially in the form separately agreed to by such Issuing Lender and Borrower as of the Effective Date.

“Letter of Credit Commitment Amount” means an amount equal to no more than fifteen percent (15%) of the Aggregate Commitment.

“Letter of Credit Obligations” means at any time the sum, without duplication, of:

(a) The aggregate amount of then outstanding and undrawn Letters of Credit;

(b) The aggregate amount of then outstanding and unpaid drafts drawn and accepted under Letters of Credit; and

(c) The aggregate amount of then outstanding Reimbursement Amounts.

“Letters of Credit” means, collectively, the letters of credit in Issuing Lender’s standard form from time to time issued pursuant to Section 2.21.

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page thereof, or any successor to or substitute for such page, providing rate quotations comparable to those currently provided on such page, as determined by Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000.00 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period. Notwithstanding the above, to the extent that “LIBO Rate” or “Adjusted LIBO Rate” is used in connection with a Floating Rate Borrowing, such rate shall be determined as modified by the definition of Alternate Base Rate.

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“Lien or Encumbrance” and “Liens and Encumbrances” mean, respectively, each and all of the following:

(a) Any Lease or other right to use or occupy the Improvements or a Qualified Property;

(b) Any assignment as security, conditional sale, grant in trust, lien, mortgage, pledge, security interest, title retention arrangement, other encumbrance, or other interest or right securing the payment of money or the performance of any other liability or obligation, whether voluntarily or involuntarily created (including, without limitation, Involuntary Liens) and whether arising by agreement, document, or instrument, under any law, ordinance, regulation, or rule (federal, state, or local), or otherwise; and

(c) Any option, right of first refusal, or other interest or right.

“Loan Documents” means this Agreement, the Notes, the Mortgage Instruments, the Environmental Agreements, the Repayment Guaranty and any other agreements, assignments, documents or instruments now or hereafter evidencing, guarantying or securing the Aggregate Commitment and any and all Advances, as such documents may be amended, restated, supplemented or otherwise modified from time to time.

“Loan Party” means Borrower, Guarantors and each other Person that becomes primarily or secondarily obligated with respect to the Obligations at any time or that provides security for the payment or performance of the Obligations.

“Marketable Securities” means Investments in Ownership Interest or debt securities issued by any Person (other than an Investment Affiliate) which are publicly traded on a national exchange, excluding cash equivalents.

“Material Adverse Change” means (a) any material adverse change in the assets, liabilities, financial condition, or results of operations of either Borrower or CCPT IV, or, taken as a whole, the Subsidiary Guarantors, (b) a material impairment of the ability of any Loan Party to perform its material obligations under any Loan Document to which it is a party, (c) a material adverse effect upon the legality, validity or binding nature of any of the Obligations of Borrower, Guarantors or any other Loan Party, or (d) a material adverse change in the Collateral, Administrative Agent’s Liens and Encumbrances on the Collateral or the priority of such Liens and Encumbrances.

“Maturity Date” means the Initial Maturity Date as such date may be extended pursuant to Section 2.10.

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“Modified Funds From Operations” shall have the meaning determined, as of the Closing Date (or, if acceptable to the Borrower and the Administrative Agent, as it may be updated from time to time), by the National Association of Real Estate Investment Trusts to be the meaning most commonly used by its members, as adjusted by (a) real estate acquisition costs and expenses for acquisitions that were consummated for the Consolidated Group and (b) the Consolidated Group’s Pro Rata Share of real estate acquisition costs and expenses for acquisitions that were consummated for the Investment Affiliates.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage Instrument” means (i) those certain Deeds of Trust, Assignment of Rents, Security Agreement and Fixture Filing, or (ii) those certain Real Estate Mortgages, Assignment of Rents, Security Agreement and Fixture Filing, now or hereafter executed by the applicable Subsidiary Guarantor for the benefit of Administrative Agent for the benefit of Lenders, securing the Obligations and creating a first lien on the Qualified Property described therein and all other fixtures and improvements now or hereafter owned, acquired or constructed by such Subsidiary Guarantor and situated thereon, and all rights and easements appurtenant thereto, as the same may be amended, restated, supplemented or otherwise modified from time to time. The form of the Mortgage Instrument is attached hereto as Exhibit G.

“Multi-Tenant Property” means a property that is leased by more than one Tenant which are currently paying rent in accordance with the terms of their Leases.

“Net Equity Contributions” means with respect to any Person, such Person’s total issuance of common stock as reported on such Person’s 10-K or 10-Q SEC filings.

“NOI” means, with respect to any Qualified Property for any period, (a) “property rental and other income” (as determined by GAAP) attributable to such Qualified Property accruing for such period, plus (b) all master lease income, less (c) the amount of all expenses (as determined in accordance with GAAP) incurred in connection with and directly attributable to the ownership and operation of such Qualified Property for such period, excluding any general and administrative expenses related to the operation of Borrower or the applicable Subsidiary Guarantor, any interest expense or other debt service charges, any real estate acquisition costs and expenses, any amortization related to above-market or below-market leases and any non-cash charges such as impairment of real estate assets and depreciation or amortization of financing costs, all as for the four (4) consecutive fiscal quarters most recently ended and as approved by Administrative Agent in its reasonable discretion; provided, however, with respect to the Eligible Collateral, if the Qualified Property has been owned by a Subsidiary Guarantor for less than twelve (12) months, the NOI will be based upon income and expenses for a one (1) year period set forth in an Appraisal reviewed and found to be acceptable to Administrative Agent; provided further, however, if the Qualified Property has been owned by a Subsidiary Guarantor for twelve (12) months or more but has not generated property rental and other income for four (4) complete fiscal quarters, the NOI for such Qualified Property will be calculated as specified in clauses (a), (b), and (c) above but on an annualized basis, provided, that once such Qualified Property has generated property rental and other income for four (4) complete fiscal quarters, it is agreed that the NOI for such Qualified Property will be calculated as specified in clauses (a), (b) and (c) above based on the above-described four (4) consecutive fiscal quarters most recently ended.

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“Non-U.S. Lender” means a Lender that is not a U.S. Person.

“Notes” means those certain Revolving Promissory Notes in the form attached hereto as Exhibit H, to be executed by Borrower from time to time and payable to the applicable Lender, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Obligations” means all unpaid principal of and accrued and unpaid interest on the Outstanding Credit Exposure, any and all obligations, contingent or otherwise, whether now existing or hereafter arising of Borrower or any other Loan Party to Lenders arising under or in connection with any Swap Agreements, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of Borrower or any other Loan Party to Lenders or any indemnified party arising under the Loan Documents, in each case whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, joint or several, due or to become due, now existing or hereafter arising.

“Other Amounts” means all amounts, other than principal and interest, payable by Borrower or any other Loan Party under this Agreement or any other Loan Documents to or for the benefit of Lenders, including, without limitation, fees, costs and expenses owed pursuant to this Agreement.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Taxes (other than a connection arising from such Recipient having executed, delivered, enforced, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to, or in accordance with, this Agreement, or sold or assigned an interest in this Agreement).

“Other Taxes means any present or future stamp, court, documentary, intangible, recording, filing or similar excise or property Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, or from the registration, receipt or perfection of a security interest under, or otherwise with respect to, this Agreement, except any such Taxes that are (a) Other Connection Taxes imposed with respect to an assignment (other than an assignment under Section 2.18(b)) or (b) Excluded Taxes.

“Outstanding Credit Exposure” means the sum of (a) the aggregate principal amount of Advances outstanding at such time, plus (b) an amount equal to the Letter of Credit Obligations at such time.

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“Ownership Interest” means any and all shares, rights to purchase, warrants or options (whether or not currently exercisable), participations, or other equivalents of or interests in (however designated) the equity (which includes, but is not limited to, common stock, preferred stock and partnership, joint venture and limited liability company interests) of a designated Person (excluding any debt securities that are convertible into, or exchangeable for, such equity).

“PBGC” means as defined in Section 5.1(k)(iii).

“Permitted Exceptions” means:

(a) Involuntary Liens for Impositions that are not delinquent or are being contested in compliance with clause (b)(i) through (iii) of this definition;

(b) Involuntary Liens (other than for Impositions) with respect to which Borrower or the applicable Subsidiary Guarantor that secure only amounts not delinquent or if delinquent, not yet filed and satisfies each of the following requirements for permitted contests: (i) Borrower or the applicable Subsidiary Guarantor contests the validity of such Involuntary Lien in good faith by appropriate legal proceedings and in accordance with the applicable Mortgage Instrument, (ii) Borrower or the applicable Subsidiary Guarantor obtains title insurance endorsements and obtains bonds or other security, in a manner acceptable to Administrative Agent in its sole but reasonable business judgment discretion, and (iii) Borrower demonstrates to Administrative Agent’s reasonable satisfaction that the procedures will conclusively operate to prevent the sale of any part of the Collateral in order to satisfy the Involuntary Lien prior to the final determination of such proceedings;

(c) All items, except Impositions, in Schedule B to each Title Policy;

(d) With respect to each Qualified Property, Tenant’s rights, title and interest in such Qualified Property pursuant to the related Lease;

(e) Easements granted to any Governmental Authority or necessary or desirable for any access, drainage, utility or similar service in connection with the operation of the Collateral;

(f) Liens existing pursuant to any Loan Document; and

(g) Other Liens and Encumbrances consented to by Administrative Agent in advance in writing from time to time and subject to such requirements as Administrative Agent may reasonably impose.

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“Permitted Investments” means (a) any Investment in direct obligations of United States of America or any agency thereof, or obligations guaranteed by the United States of America or any agency thereof, provided that such obligations mature within one year after the date of acquisition thereof; (b) Investment in commercial paper rated in the highest rate by two or more national credit rating agencies and maturing not more than ninety (90) days from the date of creation thereof; (c) Investment in time deposits with and certificates of deposits and bankers acceptances issued by Lender or any United States bank having capital surplus and undivided profits aggregating at least $10,000,000; (d) Investment in the Qualified Properties and the other Collateral; (e) Investments that do not violate the provisions of Section 7.8 below, (f) bonds or other obligations having a short term unsecured debt rating of not less than A-1+ by S&P and P-1+ by Moody’s and having a long term debt rating of not less than A by S&P and A1 by Moody’s issued by or by authority of any state of the United States, any territory or possession of the United States, including the Commonwealth of Puerto Rico and agencies thereof, or any political subdivision of any of the foregoing, (g) repurchase agreements issued by an entity rated not less than A-1+ by S&P, and not less than P-1 by Moody’s which are secured by U.S. Government securities of the type described in clause (a) of this definition maturing on or prior to a date one month from the date the repurchase agreement is entered into, (h) short term promissory notes rated not less than A-1+ by S&P, and not less than P-1 by Moody’s maturing or to be redeemable upon the option of the holders thereof on or prior to a date one month from the date of their purchase, and (i) other permitted investments pursuant to an investment policy of Borrower approved by Administrative Agent.

“Person” means a natural person, a partnership, a joint venture, an unincorporated association, a limited liability company, a corporation, a trust, any other legal entity, or any Governmental Authority.

“Plan” means as defined in Section 5.1(k)(ii).

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. The Prime Rate is a reference rate and is not necessarily the lowest rate.

“Project” means any real estate asset directly owned by any member of the Consolidated Group, any of its Subsidiaries or any Investment Affiliate.

“Protective Advance” means amounts paid by Administrative Agent (either directly or through an advance from Lenders) to pay the following amounts:

(a) All amounts that are necessary to protect the validity, priority and enforceability of the Liens and Encumbrances in favor of Administrative Agent for the benefit of Lenders arising pursuant to the Loan Documents (such amounts to include, without limitation, payment of taxes, assessments and other Liens and Encumbrances that may have a priority superior to the priority of the Liens and Encumbrances of Administrative Agent on the Collateral); and

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(b) All insurance premiums that are necessary to insure the Collateral against loss, damage or destruction pursuant to the requirements of the Loan Documents.

“Qualified Property” means as defined in Section 4.2.

“Recipient” means, as applicable, (a) the Administrative Agent, and/or (b) any Lender.

“Redeemable Common Stock” means, with respect to any Person, such Person’s redeemable common stock as reported on such Person’s 10-K or 10-Q SEC filings.

“Reimbursement Amount” means the amount Borrower is obligated to pay to an Issuing Lender under a Letter of Credit Agreement and this Agreement in respect of a draft drawn or drawn and accepted under the respective Letter of Credit, which amount shall be the amount of the draft or acceptance and all costs, expenses, fees and other amounts then payable by Borrower to an Issuing Lender under the Letter of Credit Agreement and this Agreement.

“Remargining Payment” means as defined in Section 2.20(c).

“Repayment Guaranty” means each Repayment Guaranty now or hereafter executed by one or more Guarantors in favor of Administrative Agent on behalf of Lenders, in the form attached hereto as Exhibit K, as such agreement may be amended, modified, restated, renewed and supplemented from time to time.

“Required Lenders” means Lenders in the aggregate having an aggregate Commitment Amount Percentage at least 66 2/3% of the Aggregate Commitment or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding at least 66 2/3% of the aggregate unpaid principal amount of the outstanding Advances (other than Swing Line Advances); provided that the Commitment of, and the portion of the aggregate unpaid principal amount of outstanding Advances held or deemed held by, any Defaulting Lender shall be disregarded for purposes of making of determination of Required Lender.

“Requirements” means (a) any and all obligations, requirements, restrictions and other terms and conditions in effect now or in the future by which Borrower, any Loan Party or any or all of the Qualified Properties are bound or which are otherwise applicable to any or all of the Qualified Properties, or occupancy, operation, ownership, or use of Qualified Properties, (b) other terms and conditions, restrictions, and requirements imposed by any law, ordinance, regulation, or rule (federal, state, or local), (c) any Approvals and Permits, (d) any Permitted Exceptions, (e) any condition, covenant, restriction, easement, right-of-way, or reservation applicable to such Qualified Property, (f) any insurance policies, (g) any other agreement, document, or instrument to which Borrower or a Loan Party is a party or by which Borrower, a Loan Party or any of the Qualified Properties or the business or operations of Borrower or any Loan Party is bound, or (h) any judgment, order, or decree of any arbitrator, other private adjudicator, or Governmental Authority to which Borrower or a Loan Party, is a party or by which Borrower, a Loan Party, or any of the Qualified Property is bound.

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“SEC” means the United States Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Second Adjustment Date” means the earlier of (i) the date that is twelve (12) months after the Effective Date, or (ii) provided that Borrower is in compliance with the terms and provisions of this Agreement and no Event of Default or Unmatured Event of Default shall exist, the date selected by Borrower by written notice to Administrative Agent. Any such election by Borrower shall be irrevocable.

“Secured Debt” means Indebtedness secured by mortgages (or other real estate security instruments) or by mortgage-backed receivables or notes or other instruments supported by direct real estate security.

“Single-Tenant Property” means a property that is leased by a single Tenant which is currently paying rent in accordance with the terms of its Lease.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. and any successor thereto.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board of Governors of the Federal Reserve System to which Lenders are subject, with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Borrowings shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subsidiary” means, with respect to any Person, a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Borrower.

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“Subsidiary Guarantors” means, severally and collectively, one or more wholly-owned Subsidiaries of Borrower (and if applicable, the applicable Subsidiary of Borrower) or CCPT IV that owns the fee interest (subject only to Permitted Exceptions) in and to a Qualified Property and, with the consent of Administrative Agent, executes a Replacement Guaranty, subject to release as provided in Section 2.19(b) and Section 4.3.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions.

“Swing Line Advance” means an Advance made available to Borrower by Swing Line Lender pursuant to Section 2.22 below.

“Swing Line Advance Maturity Date” means that day that is ten (10) Business Days after the date that a Swing Line Advance was funded by Swing Line Lender.

“Swing Line Borrowing Notice” means as defined in Section 2.22(b) below.

“Swing Line Commitment” means the obligation of Swing Line Lender to make Swing Line Advances up to a maximum principal amount equal to the lesser of (i) ten percent of the Aggregate Commitment, or (ii) FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) at any one time outstanding.

“Swing Line Lender” means JPMORGAN CHASE BANK, N.A., or such other Lender which may succeed to its rights and obligations as Swing Line Lender pursuant to the terms of this Agreement.

“Taxes” means any present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Tenant” means each tenant under a Lease.

“Tier 1 Period” means the period from and including the Effective Date to but excluding the First Adjustment Date.

“Tier 2 Period” means the period from and including the First Adjustment Date to but excluding the Second Adjustment Date.

“Tier 3 Period” means the period from and including the Second Adjustment Date and continuing thereafter.

“Title Company” means First American Title Insurance Company and any other title company reasonably acceptable to Administrative Agent, together with any successor thereto.

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“Title Policy” means a title insurance policy in the form of an American Land Title Association Loan Policy extended coverage (without revision, modification or amendment) issued by the Title Company, in form and substance reasonably satisfactory to Administrative Agent and containing such endorsements as Administrative Agent may reasonably require.

“Threshold Amount” means $10,000,000.

“Total Asset Value” means, as of any date, the sum of (without duplication), (a) Consolidated Net Operating Income attributable to Projects owned by a member of the Consolidated Group divided by the Capitalization Rate, plus (b) 100% of the greater of (i) the price paid for and (ii) the GAAP-determined value of any such Projects first acquired by any member of the Consolidated Group or that were Construction in Progress during the prior twelve (12) months, plus (c) cash, cash equivalents and Marketable Securities owned by the Consolidated Group as of the end of such fiscal quarter, plus (d) the Consolidated Group’s Pro Rata Share of (i) Consolidated Net Operating Income attributable to Projects owned by Investment Affiliates divided by (ii) the Capitalization Rate (provided, that the value of such assets shall, at all times, be subject to the terms of Section 7.8 hereof), plus (e) the Consolidated Group Pro Rata Share of the greater of (i) the price paid for and (ii) the GAAP-determined value of such Projects first acquired by an Investment Affiliate or that were Construction in Progress during the prior twelve (12) months, plus (f) the sum of (i) Construction in Progress for Projects owned by the Consolidated Group and (ii) the Consolidated Group Pro Rata Share of Construction in Progress for Projects owned by Investment Affiliates (provided, that the book value of Construction in Progress shall, at all times, be subject to the terms of Section 7.8 hereof), plus (g) the sum of (i) the GAAP-determined value of Eligible Real Estate Investments owned or held by the Consolidated Group and (ii) the Consolidated Group Pro Rata Share of the GAAP-determined value of Eligible Real Estate Investments owned or held by Investment Affiliates (provided, that the aggregate value of Eligible Real Estate Investments held shall, at all times, be subject to the terms of Section 7.8(i) hereof), plus (h) the sum of (i) the GAAP-determined value of undeveloped land owned by the Consolidated Group and (ii) the Consolidated Group Pro Rata Share of the GAAP-determined value of undeveloped land owned by Investment Affiliates (provided that the value of such undeveloped land shall, at all times, be subject to the terms of Section 7.8(i) hereof).

“Total Debt Service” means as of any date of determination and for a period of twelve (12) consecutive months, assumed interest and principal payments on the Available Commitment as of such date of determination, using an interest rate equal to the then 10-year Treasury Note plus 2.5% and a 30-year amortization period.

“Total Liabilities” means, with respect to a Person, such Person’s total liabilities (or equivalent) as reported on such Person’s 10-K or 10-Q SEC filings.

“Total Stockholders Equity” means, with respect to a Person, such Person’s total stockholders equity (or equivalent) as reported on such Person’s 10-K or 10-Q SEC filings.

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“Type” refers to whether the rate of interest on a Borrowing or other portion of an Advance is determined by reference to the Eurodollar Rate or the Floating Rate.

“Unmatured Event of Default” means any condition or event that with notice, passage of time, or both, would be an Event of Default.

“Unused Fee” means as defined in Section 2.14(c).

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“Value Advance” means, for each Qualified Property (i) during the Tier 1 Period, seventy percent (70%) of the Appraised Value of such Qualified Property as determined by Administrative Agent from time to time in accordance with this Agreement, (ii) during the Tier 2 Period, sixty-five percent (65%) of the Appraised Value of such Qualified Property as determined by Administrative Agent from time to time in accordance with this Agreement, and (iii) during the Tier 3 Period, sixty percent (60%) of the Appraised Value of such Qualified Property as determined by Administrative Agent from time to time in accordance with this Agreement.

“Withholding Agent” means Borrower and the Administrative Agent.

1.2 Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP. When used herein, the term “financial statements” shall include the notes and schedules thereto.

1.3 Computation of Time Periods. In this Agreement, with respect to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “through and including.” Periods of days referred to in this Agreement shall be counted in calendar days unless otherwise stated.

1.4 Construction. Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular and to the singular include the plural, references to any gender include any other gender, the part includes the whole, the terms “include” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” Unless otherwise indicated, all approvals and determinations by Administrative Agent shall be made in the sole and absolute discretion of Administrative Agent and shall be conclusive absent manifest error. The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Article, section, subsection, clause, exhibit and schedule references are to this Agreement, unless otherwise specified. Any reference to this Agreement or the other Loan Documents includes any and all permitted alterations, amendments, changes, extensions, modifications, renewals, or supplements thereto or thereof, as applicable. All terms that are used herein and defined by reference to other documents shall be deemed to refer to such documents as in effect on the date of this Agreement and such amendments to such documents after the date hereof to the extent that the Lender has approved such amendments in writing.

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1.5 No Presumption Against Any Party. Neither this Agreement nor any other Loan Document nor any uncertainty or ambiguity herein or therein shall be construed or resolved using any presumption against any party hereto or thereto, whether under any rule of construction or otherwise. On the contrary, this Agreement and the other Loan Documents have been reviewed by each of the parties and their counsel and, in the case of any ambiguity or uncertainty, shall be construed and interpreted, according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all parties hereto.

ARTICLE 2

COMMITMENT

2.1 Commitment.

(a) Right to Advances Generally. Each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Advances (other than Swing Line Advances) to Borrower from time to time in amounts not to exceed in the aggregate its Commitment Amount. Each Advance hereunder (other than Swing Line Advances) shall consist of Advances made by the several Lenders ratably in proportion according to each Lender’s Commitment Amount Percentage. No Lender shall be responsible for the failure of any Lender to perform its obligations to make Advances hereunder, and the Commitment Amount of any Lender shall not be increased or decreased as a result of the failure by any Lender to perform its obligation to make Advances hereunder. BORROWER ACKNOWLEDGES AND AGREES THAT THE ADVANCES TO BE MADE HEREUNDER SHALL CONSIST OF THE AVAILABLE COMMITMENT (AND WITH RESPECT TO SWING LINE ADVANCES, THE SWING LINE COMMITMENT) ONLY AND, EXCEPT FOR THE AVAILABLE COMMITMENT OR THE SWING LINE COMMITMENT (AS APPLICABLE), LENDERS SHALL HAVE NO OBLIGATION TO MAKE ADVANCES TO OR FOR THE BENEFIT OF BORROWER OR ANY OTHER PERSON.

(b) Revolving Nature of Commitment. The Commitment shall constitute a revolving line of credit and Advances repaid may be reborrowed on a revolving basis through the Maturity Date. Although the principal balance of the outstanding Advances may be zero from time to time, the Loan Documents will remain in full force and effect until all obligations of Lenders to make Advances expire and all Obligations are paid and performed in full. Upon the occurrence and during the continuance of an Unmatured Event of Default, Lenders shall not be required to make any Advances and Administrative Agent, upon the direction of the Required Lenders, may suspend the obligation of Lenders to make Advances. Upon the occurrence and during the continuance of an Event of Default, Lenders shall not be required to make any Advances and Administrative Agent, upon the direction of the Required Lenders, may suspend or terminate the obligation of Lenders to make Advances. The obligation of Borrower to repay Advances is evidenced by the Notes.

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(c) Increase in Aggregate Commitment. If the Aggregate Commitment is less than $250,000,000 as of the Effective Date, Borrower shall have the right to request one or more increases of the Aggregate Commitment up to an aggregate total of $250,000,000.00 at any time (each, an “Accordion Increase”), provided that Borrower is in compliance with all terms and conditions of the Loan Documents, and sufficient Commitments can be arranged to accommodate the request (Administrative Agent agrees to use commercially reasonable best efforts to arrange the Commitments to satisfy the requested Accordion Increase). Lenders in place as of the Effective Date will have first opportunity to increase their respective funding Commitments hereunder; however, if they should choose not to, Borrower or Administrative Agent shall designate one or more new institutions (which new institution shall be acceptable to Borrower and Lenders) to provide new Commitments to achieve the Accordion Increase.

2.2 Requests for Advances.

(a) Advances. Each Advance shall be requested and, subject to the Available Commitment, made as described in Section 2.16, except that Swing Line Advances shall be requested and made as set forth in Section 2.22. Borrower acknowledges that Section 2.16 and Section 2.22 only provide the method for the making of Advances and do not set forth the method for the selection of Interest Rates as applicable to any Borrowing. Accordingly, in addition to the requirements of Section 2.16 and Section 2.22, in order to select the applicable Interest Rate from time to time Borrower shall comply with this Section 2.2.

(b) Interest Elections. Each Advance initially shall be a Floating Rate Borrowing unless Borrower has elected a Eurodollar Borrowing as provided herein. Borrower may elect to convert a Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.2. Borrower may elect different options with respect to different portions of the affected Borrowing, and each such portion shall be considered a separate Borrowing.

(c) Making an Election. To make an election pursuant to this Section 2.2, Borrower shall notify Administrative Agent of such election by telephone or electronic transmission (including e-mail) (i) in the case of a Eurodollar Borrowing, not later than 3:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing, or (ii) in the case of a Floating Rate Borrowing, not later than 3:00 p.m., New York City time, one (1) Business Day before the date of the proposed Borrowing. Each such notice shall be irrevocable and each telephonic notice shall be confirmed promptly by electronic transmission (including e-mail), hand delivery or telecopy to Administrative Agent of a written Interest Election Request signed by Borrower.

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(d) Content of Election. Each telephonic and written Interest Election Request shall specify the following information:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be a Floating Rate Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

(e) Permitted Borrowings. Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) Eurodollar Borrowings outstanding. Each Eurodollar Borrowing shall be in an amount not less than $500,000.00. No Interest Period may be elected that would end after the Maturity Date.

(f) Failure of Timely Election. If Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be deemed continued as a Eurodollar Borrowing having an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing, (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing, and (ii) unless repaid, each Eurodollar Borrowing shall be converted to a Floating Rate Borrowing at the end of the Interest Period applicable thereto.

2.3 Funding of New Advances.

(a) Generally. Each Lender shall make each Advance (other than Swing Line Advances) to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 11:00 a.m., Phoenix, Arizona time, to the account of Administrative Agent most recently designated by it for such purpose by notice to the Lenders. Subject to the restrictions set forth in this Agreement, Administrative Agent will make such Advances (other than Swing Line Advances) available to Borrower by promptly (but in no event later than 3:00 p.m., Phoenix, AZ time) crediting the amounts so received, in like funds, to an account of Borrower maintained with Administrative Agent and designated by Borrower in Administrative Agent’s Disbursement and Rate Management Signature Authorization and Instruction Form.

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(b) Advance Fundings. With respect to Advances other than Swing Line Advances, unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any such Advance that such Lender will not make available to Administrative Agent such Lender’s share of such Advance, Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Advance available to Borrower by Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to Borrower by Administrative Agent to but excluding the date of payment to Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of Borrower, the then effective Interest Rate applicable to Floating Rate Borrowings. If such Lender pays such amount to Administrative Agent, then such amount shall constitute such Lender’s Advance. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

2.4 Prepayment of Advances; Termination and Reductions of Commitments.

(a) Right to Prepay. Borrower shall have the right at any time and from time to time to prepay any outstanding principal in whole or in part, subject to prior notice in accordance with Section 2.4(b).

(b) Method of Prepayment. Borrower shall notify Administrative Agent by telephone (confirmed by telecopy) or electronic transmission (including e-mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing (other than Swing Line Advances), not later than 10:00 a.m., Phoenix, Arizona, time, three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of a Floating Rate Borrowing and Swing Line Advances, not later than 10:00 a.m., Phoenix, Arizona, time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount to be prepaid. Prepayments shall be accompanied by accrued interest on the amount prepaid, plus any other amounts due under Section 2.8.

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(c) Borrower may at any time terminate, without premium or penalty (other than, with respect to Eurodollar Borrowings, payments or fees that may become due under Section 2.4(b) or Section 2.8), the Aggregate Commitment upon (i) the payment in full of all outstanding Advances, together with accrued and unpaid interest thereon, (ii) the payment in full of the accrued and unpaid fees and (iii) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. In addition, Borrower may from time to time reduce, without premium or penalty (other than, with respect to Eurodollar Borrowings, payments or fees that may become due under Section 2.4(b) or Section 2.8), the Aggregate Commitment, provided that Borrower shall not reduce the Aggregate Commitment if, after giving effect to any concurrent prepayment of the Advances in accordance with this Section 2.4 and payment of any Remargining Payment in accordance with Section 2.20, the Outstanding Credit Exposure would exceed the Available Commitment; provided, however, in no event shall Borrower be entitled to make any such reduction in the Aggregate Commitment more frequently than once per calendar year or at any time from and after the date that is one hundred eighty (180) days prior to the Maturity Date. Any termination or reduction of the Aggregate Commitment shall be permanent. Each reduction of the Aggregate Commitment shall be made ratably among the Lenders in accordance with their respective Commitment Amount Percentage. Borrower shall notify Administrative Agent of any election by Borrower to terminate or reduce the Aggregate Commitment under this paragraph at least five (5) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, Administrative Agent shall advise the Lenders of the contents thereof. Any notice of termination or reduction of Aggregate Commitment delivered by Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, Borrower shall promptly reimburse Administrative Agent any costs or expenses incurred by Administrative Agent in connection with Borrower’s delivery of any such notice of termination or reduction of Aggregate Commitment and the subsequent cancellation thereof.

2.5 Interest.

(a) Floating Rate Borrowing. Each Floating Rate Borrowing shall bear interest at the Floating Rate.

(b) Eurodollar Borrowing. Each Eurodollar Borrowing shall bear interest at the Eurodollar Rate for the Interest Period in effect for such Borrowing.

(c) Default Interest Rate. Notwithstanding the foregoing, if any principal of or interest on any Advance or any fee or other amount payable by Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise and such failure constitutes an Event of Default, such overdue amount shall bear interest during the continuance of such Event of Default, commencing as the date of such Event of Default, after as well as before judgment, at a rate per annum (the “Default Interest Rate”) equal to (i) in the case of overdue principal or interest of any Advance, 5% plus the rate otherwise applicable to such Advance as provided in the preceding paragraphs of this Section, or (ii) in the case of any other amount, 5% plus the rate applicable to Floating Rate Borrowings as provided in Section 2.5(a).

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(d) Intentionally Omitted.

(e) Interest Payments. Accrued interest on each Borrowing shall be payable in arrears on each Interest Payment Date for such Borrowing and upon maturity; provided that (i) Default Interest accrued pursuant to paragraph (c) of this Section 2.5 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Borrowing (other than a prepayment of a Floating Rate Borrowing), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any Eurodollar Borrowing prior to the end of the current Interest Period therefor, accrued interest on such Borrowing shall be payable on the effective date of such conversion.

(f) Computation of Interest. All interest hereunder shall be computed on the basis of a year of three hundred sixty (360) days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Prime Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by Administrative Agent in accordance with the terms hereof and such determination shall be conclusive absent manifest error.

(g) Advances for Interest and Fees. If Borrower fails to pay any interest or fees when due, Borrower hereby authorizes the Lenders at the direction of Administrative Agent to make Advances (other than Swing Line Advances) to themselves to pay such amounts under this Agreement, so long as such Advances shall not cause the Outstanding Credit Exposure to exceed the Available Commitment. Such authorization is irrevocable and no further direction or authorization shall be required for the Lenders at the direction of Administrative Agent to make such Advances. The Lenders may make such Advances at the direction of Administrative Agent notwithstanding that Borrower may be in default under the terms of this Agreement or any other Loan Document. Nothing in this provision shall prevent Borrower from paying interest and fees from its own funds, or otherwise excuse Borrower’s obligation to pay such interest and fees.

2.6 Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing, Administrative Agent determines (which determination shall be conclusive absent manifest error) that:

(a) adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

(b) the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining the Eurodollar Borrowing for such Interest Period;

then Administrative Agent shall give notice thereof to Borrower by telephone or telecopy as promptly as practicable thereafter and, until Administrative Agent notifies Borrower that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Eurodollar Borrowing to or continuation of any Eurodollar Borrowing as such shall be ineffective, and (ii) any request for a new Eurodollar Borrowing shall be made as a Floating Rate Borrowing.

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2.7 Increased Costs.

(a) Increased Costs of Making or Maintaining Eurodollar Borrowings. If any Change in Law shall (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate), (ii) impose on any Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Borrowings made by such Lender or (iii) subject any Lender or the Issuing Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Borrowing made by it, or change the basis of taxation of payments to such Lender or the Issuing Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.11 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the Issuing Lender), and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making or maintaining any Eurodollar Borrowing (or of maintaining its obligation to make any such Eurodollar Borrowing) or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or such other Recipient such additional amount or amounts as will compensate such Lender or such other Recipient for such additional costs incurred or reduction suffered.

(b) Capital Adequacy. If any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) Certificate of Amounts Due. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to Borrower and shall be conclusive absent manifest error. Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

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(d) Delay in Demand For Compensation. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender or any other Person pursuant to this Section for any increased costs, reductions or other amounts specified in paragraph (a) or (b) of this Section incurred more than 270 days prior to the date that such Lender notifies, in writing, the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

2.8 Break Funding Payments. Excluding Swing Line Advances, in the event of (a) the payment of any principal of any Eurodollar Borrowing other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Borrowing other than on the last day of the Interest Period applicable thereto, or (c) the failure to borrow, convert, continue or prepay any Eurodollar Borrowing on the date specified in any notice delivered by Borrower pursuant hereto, then, in any such event, Borrower shall compensate Administrative Agent (for the benefit of each applicable Lender) for the loss, cost and expense attributable to such event, plus a $250.00 administrative fee payable to Administrative Agent. In the case of a Eurodollar Borrowing, such loss, cost or expense to Administrative Agent (for the benefit of each applicable Lender) shall be deemed to equal an amount reasonably determined by Administrative Agent and each applicable Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Advance had such event not occurred, at the Eurodollar Rate that would have been applicable to such Advance, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Advance), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which Administrative Agent would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other Lenders in the eurodollar market. A certificate of Administrative Agent setting forth any amount or amounts that Lenders are entitled to receive pursuant to this Section 2.8 shall be delivered to Borrower and shall be conclusive absent manifest error. Borrower shall pay Administrative Agent the amount shown as due on any such certificate within ten (10) days after receipt thereof.

2.9 Electronic Transmission of Draw Requests and Other Documents. Administrative Agent, in its sole and absolute discretion, may elect to permit Borrower to transmit Interest Election Requests, Borrowing Base Reports and Collateral Certificates, requests for Advances and notices of prepayments under Section 2.4 electronically through an Internet website developed by Administrative Agent (“Website”). Administrative Agent shall deliver written notice of such election to Borrower. Thereafter, upon completion of enrollment for appropriate access on the Website, any of the Persons authorized to request Advances may transmit Interest Election Requests, Borrowing Base Reports and Collateral Certificates, requests for Advances and notices of prepayments under Section 2.4 to Administrative Agent through the Website and such transmission shall be considered a “writing” in satisfaction of the requirement under this Agreement for a written Interest Election Request, Borrowing Base Report and Collateral Certificate, request for Advance and notice of prepayment under Section 2.4. Borrower’s access to, and use of, the Website shall be subject to Borrower’s compliance with all of the terms and conditions established by Administrative Agent for access to and use of the Website, including, without limitation, the Terms of Use and Privacy Policy, as published on the Website and amended from time to time. Administrative Agent reserves the right to deny Borrower access to the Website, or withdraw its permission for Borrower to furnish Interest Election Requests, Borrowing Base Reports and Collateral Certificates, requests for Advances and notices of prepayments under Section 2.4 through the Website, at any time, for any reason, without notice. The ability of Borrower to furnish Interest Election Requests, Borrowing Base Reports and Collateral Certificates, requests for Advances and notices of prepayments under Section 2.4 through the Website is at all times subject to the availability of the Website.

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2.10 Maturity of the Obligations and Extension of Maturity Date.

(a) On the Maturity Date or, if sooner, upon acceleration after an Event of Default in accordance with this Agreement, all Obligations, together with all principal, interest, and other charges outstanding pursuant to the Loan Documents shall be immediately due and payable.

(b) Borrower shall have one (1) option to extend the Maturity Date for a period of twelve (12) months after the Initial Maturity Date upon the satisfaction of the following conditions precedent:

(i) Administrative Agent shall have received written notice of Borrower’s intent to exercise such extension option not more than one hundred eighty (180) days and not less than forty-five (45) days prior to the Initial Maturity Date;

(ii) As of the date of Borrower’s delivery of its intent to exercise the extension option, and as of the Initial Maturity Date, no Event of Default or Unmatured Event of Default shall have occurred and be continuing, and Borrower shall so certify in writing;

(iii) As of the date of Borrower’s delivery of its intent to exercise the extension option, and as of the Initial Maturity Date, all representations and warranties set forth in the Loan Documents shall be true and correct in all material respects (other than those which are limited to a certain date), and Borrower shall be in compliance will all covenants set forth in the Loan Documents and shall provide a Compliance Certificate as evidence of such compliance; and

(iv) On or before the Initial Maturity Date, Borrower shall pay to Administrative Agent for the benefit of the Lenders an extension fee in an amount equal to 0.25% of the then Aggregate Commitment along with all of Administrative Agent’s reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees) in connection with such extension.

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2.11 Taxes.

(a) Withholding of Taxes; Gross-Up. Each payment by the Borrower under this Agreement shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Borrower shall be increased as necessary so that, net of such withholding, (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

(b) Payment of Other Taxes by the Borrower. Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes by Borrower to a Governmental Authority, Borrower shall deliver to Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment satisfactory to Administrative Agent.

(d) Indemnification by the Borrower. Borrower shall indemnify each Recipient for any Indemnified Taxes that are paid or payable by such Recipient in connection with this Agreement (including amounts paid or payable under this Section 2.11(d)) and any reasonable out of pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 2.11(d) shall be paid within 10 days after the Recipient delivers to Borrower a certificate stating the amount of any Indemnified Taxes so paid or payable by such Recipient and describing the basis for the indemnification claim. Such certificate shall be conclusive of the amount so paid or payable absent manifest error. Such Recipient shall deliver a copy of such certificate to the Administrative Agent.

(e) Indemnification by the Lenders.

(i) Each Lender shall severally indemnify the Administrative Agent for any Taxes (but, in the case of any Indemnified Taxes, only to the extent that Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of Borrower to do so) attributable to such Lender that are paid or payable by the Administrative Agent in connection with this Agreement and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 2.11(e) shall be paid within 10 days after the Administrative Agent delivers to the applicable Lender a certificate stating the amount of Taxes so paid or payable by the Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error.

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(ii) Without limiting the provisions of clause (i) above, each Lender and Issuing Lender shall, and does hereby, indemnify Borrower and Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for Borrower or Administrative Agent) incurred by or asserted against Borrower or Administrative Agent by any Governmental Authority as a result of the failure by such Lender or Issuing Lender, as the case may be, to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or Issuing Lender, as the case may be, to Borrower or Administrative Agent pursuant to subsection (f) of this Section. Each Lender and Issuing Lender hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or Issuing Lender, as the case may be, under this Agreement or any other Loan Document against any amount due to Administrative Agent or Borrower under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of Administrative Agent, any assignment of rights by, or the replacement of, a Lender or Issuing Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

(f) Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of, any applicable withholding Tax with respect to any payments under this Agreement shall deliver to Borrower and Administrative Agent, at the time or times reasonably requested by Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including backup withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.11(f)(ii)(A) through (E) below) shall not be required if in the Lender’s judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Upon the reasonable request of the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.11(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify the Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

(ii) Without limiting the generality of the foregoing, if the Borrower is a U.S. Person, any Lender with respect to the Borrower shall, if it is legally eligible to do so, deliver to the Borrower and the Administrative Agent (in such number of copies reasonably requested by the Borrower and the Administrative Agent) on or prior to the date on which such Lender becomes a party hereto, duly completed and executed copies of whichever of the following is applicable:

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(A) in the case of a Lender that is a U.S. Person, IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax;

(B) in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party (1) with respect to payments of interest under any this Agreement, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (2) with respect to any other applicable payments under this Agreement, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(C) in the case of a Non-U.S. Lender for whom payments under this Agreement constitute income that is effectively connected with such Lender’s conduct of a trade or business in the United States, IRS Form W-8ECI;

(D) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both (1) IRS Form W-8BEN and (2) a tax certificate substantially in the form of Exhibit L-1 to the effect that such Lender is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code (c) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (d) conducting a trade or business in the United States with which the relevant interest payments are effectively connected;

(E) in the case of a Non-U.S. Lender that is not the beneficial owner of payments made under this Agreement (including a partnership or a participating Lender) (1) an IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A), (B), (C), (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender; provided, however, that if the Lender is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Lender may provide a tax certificate substantially in the form of Exhibit L-2 on behalf of such partners; or

(F) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax together with such supplementary documentation necessary to enable the Borrower or the Administrative Agent to determine the amount of Tax (if any) required by law to be withheld.

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(iii) If a payment made to a Lender under this Agreement would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.11(f)(iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(g) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.11 (including additional amounts paid pursuant to this Section 2.11), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid to such indemnifying party pursuant to the previous sentence (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.11(g), in no event will any indemnified party be required to pay any amount to any indemnifying party pursuant to this Section 2.11(g) if such payment would place such indemnified party in a less favorable position (on a net after-Tax basis) than such indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 2.11(g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the indemnifying party or any other Person.

2.12 Repayment; Evidence of Debt.

(a) Repayment at Maturity. Borrower hereby unconditionally promises to pay to Administrative Agent for the account of each Lender the then unpaid principal amount of the Advances (other than Swing Line Advances, the repayment of which shall be governed by Section 2.22) and all unpaid accrued interest on the Maturity Date.

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(b) Lender Accounting. Each Lender shall maintain in accordance with its usual practice an accounting of the indebtedness of Borrower to such Lender resulting from each Advance (other than Swing Line Advances) made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) Administrative Agent Accounting. Administrative Agent shall maintain an accounting of (i) the amount of each Advance made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Lender hereunder and (iii) the amount of any sum received by Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) Prima Facie Evidence. The entries made in the accounting maintained pursuant to paragraph (b) or (c) of this Section 2.12 shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or Administrative Agent to maintain such accounting or any error therein shall not in any manner affect the obligation of Borrower to repay the Advances in accordance with the terms of this Agreement.

(e) Notes. The Advances made by each Lender shall be evidenced by the Notes executed by Borrower in favor of such Lender.

2.13 Maximum Interest Rate.

(a) Notwithstanding anything to the contrary contained in this Agreement, Borrower shall not be obligated to pay, and Lenders shall not be entitled to charge, collect, receive, reserve, or take, interest (it being understood that “interest” shall be calculated as the aggregate of all charges which constitute interest under applicable law that are contracted for, charged, reserved, received, or paid) in excess of the Highest Lawful Rate. During any period of time in which the interest rates specified herein exceed the Highest Lawful Rate, interest shall accrue and be payable at such maximum rate; provided that, if the interest rates decline below the Highest Lawful Rate, interest shall continue to accrue and be payable at the Highest Lawful Rate (so long as there remains any unpaid principal with respect to the Advances) until the interest that has been paid equals the amount of interest that would have been paid if interest had at all times accrued and been payable at the applicable interest rates specified in this Agreement.

(b) If, for any reason, Lenders receive anything of value as interest or anything deemed interest by applicable law under this Agreement or any of the other Loan Documents or otherwise that results in Lenders receiving interest in an amount in excess of the Highest Lawful Rate, the amount of such excess shall be applied to the reduction of the principal amount owing hereunder or on account of any other Indebtedness of Borrower owing to Lenders, and not to the payment of interest. If the amount of such excess exceeds the unpaid principal balance of all Indebtedness of Borrower owing to Lenders, such amount shall be refunded to Borrower.

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(c) In determining whether or not the interest paid or payable with respect to any Indebtedness of Borrower owing to Lenders exceeds the Highest Lawful Rate, Borrower and Lenders shall, to the maximum extent permitted by applicable law: (A) characterize any non-principal payment as an expense, fee, or premium rather than as interest; (B) exclude voluntary prepayments and the effects thereof; (C) amortize, prorate, allocate, and spread the total amount of interest throughout the actual term of such Indebtedness so that it does not exceed the maximum amount permitted by applicable law; or (D) allocate interest between portions of such Indebtedness so that, to the greatest extent possible, no such portion shall bear interest at a rate greater than the Highest Lawful Rate.

(d) For purposes of this Section 2.13, the term “applicable law” means the internal laws of the State of Arizona, provided that, to the extent, contrary to the express intent of the parties, Arizona law is found to be inapplicable to this Agreement, then “applicable law” also means that law in effect from time to time and applicable to this loan transaction which lawfully permits the charging and collection of the highest permissible, lawful, non-usurious rate of interest on such loan transaction and this Agreement, and, to the extent controlling, laws of the United States of America.

2.14 Fees.

(a) Commitment Fee. Borrower agrees to pay, on or before the Effective Date and from time to time thereafter, as applicable, to Administrative Agent, for the account of each Lender, a Commitment fee in the amount separately agreed upon between Borrower and Administrative Agent.

(b) Administrative Agent Fee. Borrower agrees to pay to Administrative Agent for its own account, fees payable in amounts and at the times separately agreed upon between Borrower and Administrative Agent.

(c) Unused Fee. Commencing upon the conclusion of the first fiscal quarter after the Effective Date, Borrower shall pay to Administrative Agent, for the account of Lenders, a fee (the “Unused Fee”) calculated on a quarterly basis and due and payable quarterly in arrears (i) within ten (10) days following the last day of each fiscal quarter of Borrower, (ii) on the Maturity Date, and (iii) on the date the Commitment has been terminated, with the first payment due ten (10) days after the last day of the first fiscal quarter after the Effective Date. For each fiscal quarter (or portion thereof), the Unused Fee will be computed pursuant to the following: (1) 0.50% per annum on the average daily unused portion of the Aggregate Commitment if the average daily usage of the Available Commitment is less than 50% of the then Aggregate Commitment, or (2) 0.375% per annum on the average daily unused portion of the Aggregate Commitment if the average daily usage of the Available Commitment is greater than or equal to 50% of the then Aggregate Commitment. Notwithstanding anything to the contrary, outstanding Swing Line Advances shall not count as usage under the Aggregate Commitment for the purpose of calculating the Unused Fee (other than to the extent the risk participation in a Swing Line Advance has been funded in cash by a Lender).

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(d) Letter of Credit Fee. In connection with each Letter of Credit and as a condition to the issuance thereof, Borrower shall pay to Administrative Agent (i) for the account of Lenders, a fee equal to the Applicable Margin for Eurodollar Borrowings times the amount available to be drawn under such Letter of Credit, which shall be due on the original date of issuance and each anniversary date thereof, and (ii) for Issuing Lender’s own account, on or before the date of issuance of such Letter of Credit, a one-time fee in the amounts separately agreed upon between Administrative Agent and Borrower. Borrower shall also pay Administrative Agent’s and the Issuing Lender’s customary fees and expenses for draws, amendments, assignments and other matters relating to each Letter of Credit.

(e) Accordion Increase Commitment Fee and Arrangement Fee. Borrower agrees to pay, on or before the closing date of an Accordion Increase, and from time to time thereafter, to Administrative Agent, a Commitment fee and arrangement fees in the amounts separately agreed upon between Borrower and Administrative Agent or other Lenders or arrangers.

(f) Fees Non-Refundable. Borrower acknowledges that all fees payable under this Section 2.14 are (i) fully earned on the date on which they are payable, and (ii) nonrefundable when paid (exclusive of double payments and other manifest errors).

(g) Computation of Fees. All fees hereunder shall be computed on the basis of a year of three hundred sixty (360) days and, if applicable, paid for the actual number of days elapsed.

(h) Closing Costs and Expenses. In addition to the fees set forth in this Section 2.14, Borrower shall pay, on or prior to the Effective Date, all outstanding costs and expenses pursuant to Section 2.17.

2.15 General Provisions as to Payments.

(a) Payments Generally. Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees) prior to 11:00 a.m., Phoenix, Arizona time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to Administrative Agent at its offices in Phoenix, Arizona, except that payments pursuant to Sections 2.11 and 9.12 shall be made directly to the Persons entitled thereto. Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in U.S. dollars.

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(b) Application of Insufficient Funds. If at any time insufficient funds are received by and available to Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of fees, indemnities and expense reimbursements then due hereunder to the parties entitled thereto; (ii) second, towards payment of interest then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (iii) third, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties; and (iv) fourth, towards payment of Swap Obligations then due.

(c) Allocation of Payments. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Advances resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Advance and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Advances of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances to any assignee or participant. Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of Borrower in the amount of such participation.

(d) Advance Payments. Unless Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to Administrative Agent for the account of the Lenders hereunder that Borrower will not make such payment, Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation.

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2.16 Advances.

(a) Method for Advances. Subject to the terms and conditions set forth in the Loan Documents and further subject to the Available Commitment, Advances (other than Swing Line Advances which shall be governed by Section 2.22) shall be made by Administrative Agent on the account of Lenders at the request of the Person or Persons designated by Borrower from time to time on Administrative Agent’s form of signature authorization in accordance with Section 2.2; provided, however, that Administrative Agent shall have acknowledged receipt of any changes in the Person or Persons designated by Borrower, and such Person or Persons designated by Borrower will have executed a new signature authorization form. Subject to Section 2.1 and the other terms and conditions of this Agreement (including those hereinafter set forth), such Person or Persons are hereby authorized by Borrower to request Advances (subject to the limitations in this Agreement) not more frequently than one (1) time per day, and to direct the disposition of the proceeds of Advances until written notice of the revocation of such authority is received from Borrower by Administrative Agent and Administrative Agent has had a reasonable time to act upon such notice. Administrative Agent has no duty to monitor for Borrower, or to report to any such Person, the use of proceeds of Advances.

(b) Use of Advances. Advances may be used only to finance working capital and general corporate purposes, including Borrower’s or any of Borrower’s Subsidiaries’ costs of acquiring and operating single tenant or mixed-use properties located in the United States of America, operating expenses, capital improvements, leasing expenses and general ownership obligations, and any business activities and investments incidental thereto. The provisions of this Section 2.16(b) do not require Administrative Agent or Lenders to monitor the use and application of Advances and does not restrict Lenders from making Protective Advances or from making Advances as otherwise permitted by this Agreement (such as pursuant to Section 2.17).

(c) Limitation on Advances. Notwithstanding anything to the contrary set forth in this Agreement or in any of the other Loan Documents, in no event shall Administrative Agent or any Lender be required to make any Advance if, after giving effect to such Advance, the Outstanding Credit Exposure exceeds the Available Commitment.

(d) Application of Payments. So long as no Event of Default exists and is continuing (in which case Administrative Agent may apply payments to principal, interest and Other Amounts in such order as Administrative Agent determines), Administrative Agent shall apply payments in the following order: (i) first, to the payment of interest and fees, (ii) second, to the payment of Other Amounts, and (iii) third, to the payment of principal.

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2.17 Costs and Expenses.

(a) Costs and Expenses. Borrower shall pay on demand (i) all reasonable out-of-pocket expenses incurred by Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by Administrative Agent, any Lender or Issuing Lender (including the reasonable fees, charges and disbursements of one outside counsel law firm for each applicable jurisdiction for Administrative Agent, any Lender and Issuing Lender (but not including fees related to internal counsel of such Persons) taken as a whole (unless (x) a conflict exists as determined in the good faith judgment of each affected Lender or Issuing Lender, in which case(s) the fees, charges and disbursements of reasonably necessary additional outside counsel law firms for all such affected Lenders or Issuing Lender shall be covered, or (y) local counsel is necessary in any applicable jurisdiction as determined in the good faith judgment of Administrative Agent, in which case(s) the fees, charges and disbursements of one outside counsel law firm in each such jurisdiction for Administrative Agent shall be covered), in connection with the enforcement or protection of its rights (A) in connection with this Agreement, the other Loan Documents and the Collateral, including its rights under this Section, or (B) in connection with the Advances made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances or Letters of Credit. It is understood and agreed that Administrative Agent may determine, in its discretion, the one outside counsel law firm referenced in subsection (a)(iii) to be used in each applicable jurisdiction and may change at any time and from time to time, in its discretion, each such applicable outside counsel law firm. Such costs, expenses, and fees will include, without limitation, all such reasonable costs, expenses, and fees incurred in connection with any court proceedings (whether at the trial or appellate level).

(b) Failure to Pay. If any costs, expenses and fees or any other costs, expenses and fees from time to time due under the Loan Documents are not paid within ten (10) days after written demand by Administrative Agent, Borrower agrees to pay interest on such costs, expenses, and fees at the Default Interest Rate from the date incurred until paid in full. In addition, if such costs, expenses and fees are not paid within such ten (10) day period, Administrative Agent may cause Advances to be made to pay such costs, expenses and fees, whether or not such Advance has been requested and whether or not the conditions precedent to an Advance have been satisfied.

2.18 Mitigation Obligations; Replacement of Lenders.

(a) Mitigation of Increased Costs. If any Lender requests compensation under Section 2.7, or if Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.11, then such Lender shall use reasonable efforts to designate a different

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Lending Office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.7 or 2.11, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender requests compensation under Section 2.7, or if Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.11, or if any Lender defaults in its obligation to fund Advances hereunder, then Borrower may, at its sole expense and effort, upon notice to such Lender and Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.1), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) Borrower shall have received the prior written consent of Administrative Agent, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts); provided however, that in the case of Borrower’s replacement of a Defaulting Lender for failure to fund Advances hereunder, the assignee or Borrower, as the case may be, shall holdback from such amounts payable to such Lender and pay directly to Administrative Agent, any payments due to Administrative Agent or the non-Defaulting Lenders by Defaulting Lender under this Agreement, and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.7 or payments required to be made pursuant to Section 2.11, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

2.19 Releases of Collateral and Subsidiary Guarantors. In connection with any removal of any Project from the pool of Qualified Properties pursuant to Section 4.3(ii), Administrative Agent shall release such Project and the Collateral located thereon or otherwise secured by the Mortgage Instrument encumbering the applicable Project from the Liens under any Loan Document, and the related Subsidiary Guarantor, if each of the following conditions precedent is satisfied:

(a) Generally. With respect to all releases:

(i) Notification to Administrative Agent. Borrower or the closing agent handling the sale shall have notified Administrative Agent in writing of the Collateral to be released.

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(ii) Remargining Payments Required. Borrower shall have made all payments required to be made pursuant to Section 2.20 after giving effect to such release.

(iii) No Default. No Event of Default or Unmatured Event of Default shall have occurred and be continuing.

(iv) Endorsements. If the Title Policy covering the Collateral to be released also covers other Collateral that is not being released, Borrower shall have provided Administrative Agent with partial release or modification endorsements to the Title Policy as Administrative Agent may reasonably request in connection with each release.

(v) Trustee Fees. Borrower shall have paid, to the extent applicable, the processing fees of the trustee under the Mortgage Instruments.

(vi) Escrow Arrangements. Each release shall be made by Administrative Agent by delivery of the release documents to Title Company upon satisfaction of the conditions precedent to such release pursuant to this Section 2.19(a).

(b) Subsidiary Guarantor & Released Collateral. Upon satisfaction of the conditions precedent contained in this Section 2.19, (a) the Subsidiary Guarantor that owns the Project that is being released from the Collateral shall also be released from any Loan Document to which such Subsidiary Guarantor is a party (except as to any obligations that accrued prior to such release date or that otherwise expressly survive the expiration or earlier termination of any of the Loan Documents) and shall cease to be a “Subsidiary Guarantor” and a “Loan Party” unless such Subsidiary Guarantor owns other Qualified Property included in the remaining Collateral and (b) any Lien in favor of Administrative Agent on such Project and the related Collateral shall be released from the Collateral and Administrative Agent shall authorize or execute, as applicable, such documents reasonably required to effectuate such release.

(c) Intentionally Omitted.

(d) Adjustment to Borrowing Base. Any Collateral released shall no longer be Eligible Collateral and the Borrowing Base Value shall be immediately and automatically adjusted to reflect such release. Even though an item of Collateral is not included as Eligible Collateral, all conditions precedent to release will continue to apply.

2.20 Remargining.

(a) Maximum Outstanding. Anything in the Loan Documents to the contrary notwithstanding, the total Outstanding Credit Exposure shall not at any time exceed the Available Commitment.

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(b) No Advances. Borrower shall not be entitled to any Advances if the effect thereof would be to cause the test in Section 2.20(a) to be violated.

(c) Payments. If for any reason at any time, the Outstanding Credit Exposure exceeds the Available Commitment (including, without limitation, by reason of any adjustments or reductions thereto in accordance with the terms hereof), Borrower shall be obligated to make a payment equal to the amount of such excess (each payment, a “Remargining Payment”); provided, however, if such excess is due to the removal of a Disqualified Property from the Borrowing Base, no Remargining Payment will be required unless Borrower fails to eliminate such excess within 30 days after Borrower’s receipt of written notice from Administrative Agent pursuant to Section 2.20(d).

(d) Due Date. Except as provided in clause (c) above, each payment pursuant to this Section 2.20 will be due no later than 11:00 a.m. (Phoenix, Arizona time) on the Business Day after the Business Day upon which Administrative Agent notifies Borrower (which notice shall be given by electronic mail, facsimile or in writing) that such Remargining Payment is required.

2.21 Letters of Credit.

(a) Issuance of Letters of Credit. Subject to the terms and conditions of this Agreement, the Letter of Credit Agreements and the policies, procedures and requirements of Lenders in effect from time to time for issuance of Letters of Credit, and so long as no Event of Default has occurred and is continuing, Issuing Lender agrees to issue, from time to time, Letters of Credit for the account of Borrower or its Subsidiaries in connection with Borrower’s or a Subsidiary Guarantor’s acquisition and operation of Projects and other general corporate purposes; provided that as to each requested Letter of Credit:

(i) Borrower or such Subsidiary Guarantor must have delivered to Issuing Lender a completed and executed Letter of Credit Agreement.

(ii) The expiration date for any draws by a beneficiary of any Letter of Credit will be no later than the earlier of: (A) thirty (30) days before the Maturity Date, or (B) twelve (12) months after the date of issuance of such Letter of Credit.

(iii) After giving effect to the issuance of any Letter of Credit, the total aggregate amount of Letter of Credit Obligations shall not exceed the Letter of Credit Commitment Amount.

Notwithstanding the foregoing, Borrower shall not be entitled to the issuance of a Letter of Credit if the effect thereof would be to cause the total Outstanding Credit Exposure to exceed the Available Commitment.

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(b) Issuance Procedures. To obtain a Letter of Credit, Borrower must complete and execute a Letter of Credit Agreement and submit it to Issuing Lender. In no event will Issuing Lender have any obligation to act upon an oral request for a Letter of Credit or any request that otherwise does not conform to Issuing Lender’s policies and procedures. Upon receipt of a completed and executed Letter of Credit Agreement and provided Borrower has met the requirements in this Agreement for the issuance of a Letter of Credit, Administrative Agent will process the application in accordance with the policies, procedures and requirements of Issuing Lender then in effect. If the application meets the requirements of Issuing Lender and is within the policies of Issuing Lender then in effect, Issuing Lender will issue the requested Letter of Credit to the beneficiary thereof. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of Issuing Lender or the other Lenders, Issuing Lender hereby grants to each Lender, and each Lender hereby acquires from Issuing Lender, a participation in such Letter of Credit equal to such Lender’s respective Commitment Amount Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to Administrative Agent, for the account of Issuing Lender, such Lender’s Commitment Amount Percentage of each Letter of Credit disbursement made by Issuing Lender and not reimbursed by Borrower on the date due as provided in paragraph (c) of this Section 2.21, or of any reimbursement payment required to be refunded to Borrower for any reason. Subject to Section 8.2(a), each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of an Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(c) Reimbursement for Payment of Drafts Drawn or Drawn and Accepted Under Letters of Credit. The obligation of Borrower to reimburse Issuing Lender for payment by Issuing Lender of drafts drawn or drawn and accepted under a Letter of Credit is as provided in the respective Letter of Credit Agreement and in this Section 2.21(c). Administrative Agent will notify Borrower, in writing, of payment by Issuing Lender of a draft drawn or drawn and accepted under a Letter of Credit and of the respective Reimbursement Amount and, so long as all conditions precedent to Advances have been satisfied, Borrower will do one of the following: (i) request an Advance subject to the terms and conditions of this Agreement, and Administrative Agent will apply the proceeds of the Advance to pay the Reimbursement Amount, or (ii) pay to Issuing Lender in cash, from Borrower’s own funds, the Reimbursement Amount. If Borrower does not communicate to Administrative Agent its election within two (2) Business Days after receipt on a Business Day of written notification by Administrative Agent of payment of the draft or acceptance, Borrower shall be deemed to have elected to pay the Reimbursement Amount by an Advance, provided that if the terms and conditions in this Agreement for the making of an Advance are not satisfied, Borrower shall be deemed to have elected to pay the Reimbursement Amount from its own funds. Each Advance to pay a Reimbursement Amount will be dated the date that Issuing Lender pays the respective draft or acceptance and will accrue interest from and after such date at the applicable Interest Rate. If Borrower is to pay the

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Reimbursement Amount from its own funds, Borrower shall also pay to Issuing Lender interest on the Reimbursement Amount from and including the date Issuing Lender pays the respective draft or acceptance at the Floating Rate (notwithstanding any contrary rate set forth in the applicable Letter of Credit Agreement) until the Reimbursement Amount and such interest are paid in full, provided that if Borrower fails to pay the Reimbursement Amount and accrued interest thereon within three (3) days after notification by Administrative Agent to Borrower of payment of the respective draft or acceptance, interest thereafter will accrue at the Default Interest Rate, and the Reimbursement Amount will, at Administrative Agent’s sole option, be funded with an Advance, regardless of whether the terms and conditions in this Agreement for the making of an Advance are satisfied. Such interest shall be computed on the basis of a 360-day year and accrue on a daily basis for the actual number of days elapsed.

(d) Collateralization of Letters of Credit.

(i) If, after giving effect to any Remargining Payment, the undrawn amount of Letters of Credit exceed the Available Commitment, upon demand by Administrative Agent, Borrower will pledge to Administrative Agent cash in the amount by which the undrawn amount of Letters of Credit exceed the Available Commitment as security for any amounts that become payable under the Letters of Credit and all other Obligations.

(ii) Upon demand by Administrative Agent after the occurrence and during the continuance of an Event of Default, Administrative Agent may cause an Advance to be made in the undrawn amount of all Letters of Credit. Borrower shall have no right to require Administrative Agent to demand or make such Advances. The proceeds of any such Advance will be pledged to and held by Administrative Agent as security for any amounts that become payable under the Letters of Credit and all other Obligations.

(iii) In the alternative, if demanded by Administrative Agent after the occurrence and during the continuance of an Event of Default, Borrower will deposit with and pledge to Administrative Agent cash in an amount equal to the undrawn amount of all Letters of Credit, as further security for any amounts that become payable under the Letters of Credit and all other Obligations.

(iv) Upon any draws under Letters of Credit, Administrative Agent will apply those amounts pledged and held pursuant to Sections 2.21(d)(i), 2.21(d)(ii) and 2.21(d)(iii) to the payment of Reimbursement Amounts, and upon the expiration of the Letters of Credit any remaining amounts will be applied to the repayment of outstanding Obligations or, if all Obligations have been paid in full, such proceeds will be released to Borrower.

(v) Borrower hereby grants to Administrative Agent a security interest in all pledged amounts referred to in Sections 2.21(d)(i), 2.21(d)(ii) and 2.21(d)(iii) as security for the Obligations. Borrower agrees to execute and deliver such additional security agreements, control agreements and other documents as Administrative Agent may reasonably require from time to time with respect to such security interest and pledged funds.

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(e) Reimbursement Amounts. Borrower’s reimbursement and payment obligations under Section 2.21(c) are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment which Borrower may have or has had against Lenders (including, without limitation, Administrative Agent or Issuing Lender) or any beneficiary of the Letter of Credit, including any defense based upon any of the following: (i) the occurrence of any Event of Default, (ii) any draft, demand, certificate or other document presented under the Letter of Credit proven to be forged, fraudulent, invalid or insufficient, (iii) the failure of any payment by Issuing Lender to conform to the terms of the Letter of Credit or any non-application or misapplication by the beneficiary of the Letter of Credit of the proceeds of such payment, (iv) the legality, validity, form, regularity or enforceability of the Letter of Credit, or (v) the failure of Lenders to make an Advance or to otherwise comply with its obligations to the Lenders hereunder; provided, however, that nothing herein shall adversely affect the right of Borrower to commence a proceeding against Issuing Lender for any wrongful payment under the Letter of Credit made by Issuing Lender as the result of acts or omissions constituting gross negligence or willful misconduct on the part of Issuing Lender.

(f) Nature of Reimbursement and Other Obligations. Borrower assumes all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. Issuing Lender will not be responsible (except to the extent of its gross negligence or willful misconduct) for (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the issuance of any Letter of Credit, even if such document should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (ii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason, (iii) failure of any beneficiary of any Letter of Credit to comply fully with the conditions required in order to demand payment under a Letter of Credit, (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages by mail, cable, telegraph, telex or otherwise, or (v) any loss or delay in the transmission or otherwise of any document or draft required by or from a beneficiary in order to make a disbursement under a Letter of Credit or the proceeds thereof.

(g) Indemnification. Borrower hereby agrees to indemnify and hold harmless Lenders and Lenders’ directors, officers, agents and employees from and against any and all claims and damages, losses, liabilities, costs or expenses which Lenders may incur (or which may be claimed against Lenders by any Person whatsoever) by reason of or in connection with the issuance, execution and delivery or transfer of or payment or failure to pay under any Letter of Credit or any actual or proposed use of any Letter of Credit, including, without limitation, any claims,

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damages, losses, liabilities, costs or expenses which Lenders may incur by reason of or on account of Lenders issuing any Letter of Credit which specifies that the term “Beneficiary” included therein includes any successor by operation of law of the named Beneficiary, but which Letter of Credit does not require that any drawing by any such successor Beneficiary be accompanied by a copy of a legal document, satisfactory to Lenders, evidencing the appointment of such successor Beneficiary; provided that Borrower shall not be required to indemnify an Issuing Lender or any other Person for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (a) the willful misconduct or gross negligence of Issuing Lender in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit or (b) Issuing Lender’s failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. Nothing in this Section 2.21(g) (1) is intended to limit the obligations of Borrower under any other provision of this Agreement or (2) is intended to limit the rights of Borrower to make claims as described in the proviso in the last sentence of Section 2.21(e).

2.22 Swing Line Advances.

(a) Amount of Swing Line Advances. Upon the satisfaction of the conditions precedent for Advances set forth in this Agreement, from and including the Effective Date and prior to the Maturity Date, Swing Line Lender agrees, on the terms and conditions set forth in this Agreement, to make Swing Line Advances to Borrower from time to time in an aggregate principal amount at any time outstanding not to exceed the Swing Line Commitment; provided, however, that, after giving effect to such Swing Line Advance, the Outstanding Credit Exposure shall not at any time exceed the Available Commitment (excluding the commitment of any Defaulting Lender), and, provided further, that at no time shall Swing Line Lender’s outstanding Swing Line Advances exceed Swing Line Lender’s Commitment Amount at such time. Subject to the terms of this Agreement, Borrower may borrow, repay and reborrow Swing Line Advances at any time prior to the Maturity Date.

(b) Swing Line Borrowing Notice. Borrower shall deliver to Administrative Agent and Swing Line Lender an irrevocable notice (a “Swing Line Borrowing Notice”) not later than noon (Phoenix, Arizona time) on the Borrowing date of each Swing Line Advance, specifying (i) the applicable Borrowing date (which date shall be a Business Day), and (ii) the aggregate amount of the requested Swing Line Advance which shall be an amount not less than $100,000.00. The Swing Line Advances shall bear interest at the Floating Rate.

(c) Making of Swing Line Advances. Promptly after receipt of a Swing Line Borrowing Notice, Administrative Agent shall notify each Lender by fax, or other similar form of transmission, of the requested Swing Line Advance. Not later than 2:00 p.m. (Phoenix, Arizona time) on the applicable Borrowing date, Swing Line Lender shall make available the Swing Line Advance, in funds immediately available in Phoenix, Arizona, to Administrative Agent at its address specified pursuant to Section 9.9. Administrative Agent will promptly make the funds so received from Swing Line Lender available to Borrower on the Borrowing date at Administrative Agent’s aforesaid address by depositing such funds to an account of Borrower at Administrative Agent.

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(d) Repayment of Swing Line Advances. Each Swing Line Advance shall be paid in full by Borrower on or before the Swing Line Advance Maturity Date for such Swing Line Advance. In addition, Swing Line Lender (i) may at any time in its sole discretion with respect to any outstanding Swing Line Advance, or (ii) shall on the applicable Swing Line Advance Maturity Date, require each Lender (including Swing Line Lender) to make as Advance in the amount of such Lender’s Commitment Amount Percentage of such Swing Line Advance (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Swing Line Advance. Not later than noon (Phoenix, Arizona time) on the date of any notice received pursuant to this Section 2.22(d), each Lender shall make available its required Advance in funds immediately available in Phoenix, Arizona to Administrative Agent at its address specified pursuant to Section 9.9. Each such Advance shall be treated as a Floating Rate Borrowing until Borrower has elected to convert such Borrowing to a Eurodollar Borrowing in accordance with Section 2.2. Unless a Lender shall have notified Swing Line Lender, prior to Swing Line Lender making any Swing Line Advance, that any applicable condition precedent to Advances set forth in this Agreement had not then been satisfied, such Lender’s obligation to make an Advance pursuant to this Section 2.22(d) to repay Swing Line Advances shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Administrative Agent, Swing Line Lender or any other Person, (b) the occurrence or continuance of an Event of Default or Unmatured Default, (c) any Material Adverse Change in the condition (financial or otherwise) of Borrower or any Guarantor, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to Administrative Agent of any amount due under this Section 2.22(d), Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to Administrative Agent of any amount due under this Section 2.22(d), such Lender shall be deemed, at the option of Administrative Agent, to have unconditionally and irrevocably purchased from Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Advance in the amount of such Advance, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Maturity Date, Borrower shall repay in full the outstanding principal balance of any then outstanding Swing Line Advances.

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ARTICLE 3

BORROWING BASE

3.1 Determination of Borrowing Base. Subject to the limitations and adjustments set forth in this Article 3, the “Borrowing Base” shall equal the sum of the Borrowing Base Value allocated to each of the Qualified Properties comprising Eligible Collateral. As used herein, “Borrowing Base Value” means, with respect to each Qualified Property comprising Eligible Collateral, the lesser of (i) the Value Advance, or (ii) the Cost Advance; provided, however, in no event shall the Borrowing Base Value allocated to any one (1) Qualified Property comprising Eligible Collateral exceed twenty percent (20%) of the greater of (a) the Borrowing Base, or (b) the Aggregate Commitment.

3.2 Adjustments to Borrowing Base; Additional Limitations on Borrowing Base Values.

(a) Adjustments to Borrowing Base. Notwithstanding the Borrowing Base amount determined from time to time in accordance with Section 3.1 above, the Borrowing Base shall automatically be adjusted downward, in the reasonable discretion of Administrative Agent, to the extent necessary, to comply with all of the following limitations:

(i) The aggregate NOI of the Qualified Properties comprising Eligible Collateral shall be in an amount sufficient to equal or exceed the Debt Coverage Amount;

(ii) Commencing ninety (90) days after the Effective Date, not less than 85% of the Single-Tenant Properties that constitute Qualified Properties comprising Eligible Collateral, shall be leased to Credit Tenants pursuant to a Lease;

(iii) The aggregate Borrowing Base Value of the Qualified Properties comprising Eligible Collateral that constitute Multi-Tenant Properties shall not, in the aggregate, exceed fifty percent (50%) of the Borrowing Base;

(iv) The aggregate Borrowing Base Value of the Dark Properties comprising Eligible Collateral shall not comprise more than fifteen percent (15%) of the Borrowing Base; and

(v) If a Qualified Property shall at any time convert into a Disqualified Property, the credit to the Borrowing Base previously allocated to such property shall immediately be removed.

(b) Additional Limitations on Borrowing Base Values. If any of the limitations on the Borrowing Base set forth in this Agreement are exceeded, Administrative Agent may in its reasonable discretion either remove otherwise Qualified Properties from Eligible Collateral until such limitations are met, reasonably adjust the applicable Borrowing Base Values in order that such limitations are not exceeded, or require Borrower to make a Remargining Payment as provided in Section 2.20(c).

3.3 Exclusions from Eligible Collateral. If (i) any Collateral constituting Eligible Collateral is materially damaged or destroyed or becomes subject to any material condemnation proceeding, (ii) Borrower violates any provisions of, or breaches any representations and

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warranties in, the Loan Documents (including, without limitation, the Environmental Agreement) with respect to such Collateral that Administrative Agent reasonably determines materially and adversely affects the value of the Collateral, or (iii) Administrative Agent makes or is entitled to make any claim under the Title Policy with respect to a matter that Administrative Agent reasonably determines materially and adversely affects the Collateral, such Collateral may, in Administrative Agent’s reasonable discretion and upon written notice to Borrower, be declared by Administrative Agent to no longer be Eligible Collateral. In addition, if any such Collateral does not continue to meet all the requirements applicable to Eligible Collateral, such Collateral will no longer constitute Eligible Collateral. Any determination by Administrative Agent as to whether certain Collateral constitutes Eligible Collateral will be final, conclusive, binding and effective upon such written notice to Borrower, absent manifest error.

3.4 Borrowing Base Reports and Collateral Certificates.

(a) Borrowing Base Report and Collateral Certificate. On or before 15 days after the end of each calendar quarter, Borrower will prepare and submit to Administrative Agent a proposed Borrowing Base Report and Collateral Certificate for all of the Eligible Collateral. With respect to the Eligible Collateral, each Borrowing Base Report and Collateral Certificate will also take into account the adjustments and limitations permitted or required by this Agreement. Qualified Properties may be added as Eligible Collateral only upon receipt and approval by Administrative Agent of a proposed Borrowing Base Report and Collateral Certificate and satisfaction of all other provisions of this Agreement.

(b) Form of Report and Certificate. If requested by Administrative Agent, the proposed Borrowing Base Report and Collateral Certificate will be in an electronic format.

(c) Approval of Borrowing Base Report and Collateral Certificate. Each proposed Borrowing Base Report and Collateral Certificate shall be subject to approval and adjustment by Administrative Agent, in its reasonable discretion, based upon (i) Administrative Agent’s review of such report, and (ii) such other information as Administrative Agent may reasonably require in order to verify the Borrowing Base, Eligible Collateral, the Borrowing Base Values, and all other amounts and items relating thereto. If Administrative Agent rejects a Borrowing Base Report and Collateral Certificate, Borrower shall make such revisions and adjustments to the proposed Borrowing Base Report and Collateral Certificate as Administrative Agent may reasonably request. Administrative Agent will use reasonable efforts to review each Borrowing Base Report and Collateral Certificate and make any adjustments or provide approval within three (3) Business Days after receipt of each Borrowing Base Report and Collateral Certificate that complies with the requirements of this Section 3.4, provided that Administrative Agent’s failure to give such notice or delay in giving such notice shall not limit, waive or reduce any of the Obligations.

(d) Frequency of Computation of Borrowing Base. Upon the receipt by Administrative Agent of a new or updated Appraisal, in connection with the addition or removal of a Qualified Property in accordance with Sections 2.19 and 4.3 and a Qualified

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Property becoming a Disqualified Property in accordance with Section 4.2, Borrower shall, within two (2) Business Days of (i) notice, which may be given by electronic transmission, of Administrative Agent’s receipt of a new or updated Appraisal, (ii) the addition or removal of a Qualified Property, or (iii) a Qualified Property becoming a Disqualified Property, compute the Borrowing Base based on the above formula and deliver to Administrative Agent a Borrowing Base Report and Collateral Certificate acceptable to Administrative Agent, in Administrative Agent’s sole but reasonable business judgment discretion. If such Borrowing Base computation, and such Borrowing Base Report and Collateral Certificate, are not received by Administrative Agent within such time period, then Administrative Agent shall have the right to compute the Borrowing Base based on the formula above, in Administrative Agent’s sole but reasonable business judgment. Any Remargining Payment due as a result of any such computation of the Borrowing Base shall be subject to Section 2.20.

3.5 General. Anything in this Article 3 or the Loan Documents to the contrary notwithstanding, Borrower agrees that (a) no limitation on any Advances required or permitted pursuant to this Agreement will limit or otherwise change Borrower’s obligations and liabilities under the applicable Loan Documents, (b) Borrower will remain obligated to pay all costs, expenses, and fees required to be paid by Borrower pursuant to this Agreement and the other Loan Documents, and (c) Borrower will remain obligated to pay all costs, expenses, and fees now or hereafter arising in connection with acquisition, development, maintenance, occupancy, operation, and use of the Collateral.

3.6 Appraisals.

(a) Appraisal Requirements. Each Appraisal of a Qualified Property shall be based upon the “as is” appraised value of such Qualified Property. All Appraisals must comply with the appraisal policies and procedures of Administrative Agent, regulatory directives or orders imposed on Administrative Agent, and with all applicable Laws, including, without limitation, the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended.

(b) Appraiser Engagement. Each Appraisal must be prepared by an appraiser selected and engaged by Administrative Agent. Borrower will notify Administrative Agent in writing that Borrower desires to include a Qualified Property in Eligible Collateral for which no Appraisal then exists and will provide to Administrative Agent all information necessary to allow an Appraisal to be ordered by Administrative Agent. Administrative Agent will engage an appraiser to perform an Appraisal only when it receives all information reasonably deemed necessary by Administrative Agent and the appraiser for preparation of such Appraisal. Administrative Agent will not have any liability to Borrower or any other Person with respect to delays in the Appraisal process.

(c) Appraisal Evaluation. Upon receipt of an Appraisal, Administrative Agent will review the Appraisal in accordance with the appraisal policies and procedures of Administrative Agent and determine the Appraised Value. Administrative Agent will notify Borrower of such approval of the Appraised Value.

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(d) Additional Appraisals. Notwithstanding anything in this Section 3.6 to the contrary, Administrative Agent may order updated Appraisals (i) if such Appraisals are required by any laws, rules, regulations or generally applicable appraisal policies and lending procedures of Administrative Agent, (ii) if an Event of Default by Borrower or any other Loan Party has occurred and is continuing, or (iii) if Administrative Agent deems such Appraisals to be necessary based upon changes in land values or other market conditions; provided, however, Administrative Agent may only order an updated Appraisal pursuant to this clause (iii) one (1) time per calendar year per Qualified Property. Borrower shall pay the cost and expense of all Appraisals obtained by Administrative Agent in accordance with this clause (d).

(e) Appraisal Policy Modifications. Notwithstanding the other provisions of this Section 3.6, the appraisal process must conform to the general appraisal policies and procedures of Administrative Agent applicable to collateral subject to loans held or administered by Administrative Agent and as in effect from time to time (collectively the “Appraisal Policies”). Borrower acknowledges and agrees that modification to the Appraisal Policies of Administrative Agent may result in requirements to modify the Appraisals, Appraised Values and appraisers, which modifications shall be at Borrower’s sole cost and expense; provided, however, if Borrower paid for the applicable Appraisal within the previous twelve (12) months, all costs and expenses incurred in connection with such modification shall be at Administrative Agent’s sole cost and expense. Any such modification will be effective thirty (30) days after written notice from Administrative Agent to Borrower of the changes required by reason of a modification or amendment to the Appraisal Policies.

(f) Expenses. Subject to Section 3.6(d) and (e), Borrower will reimburse Administrative Agent for all out-of-pocket costs and expenses incurred in the appraisal process and in establishing and monitoring Appraised Values. All reimbursements by Borrower to Administrative Agent required by this Section 3.6 will be paid to Administrative Agent within fifteen (15) days after written notice from Administrative Agent to Borrower.

ARTICLE 4

CONDITIONS PRECEDENT

4.1 Conditions Precedent to Effectiveness of this Agreement. This Agreement will become effective only upon satisfaction of the following conditions precedent on or before the Effective Date, in each case as reasonably determined by Administrative Agent. If the conditions precedent are not satisfied (or waived pursuant to Section 4.5) on or before such deadline, Administrative Agent may cancel this Agreement upon written notice to Borrower. The conditions precedent to be satisfied are as follows:

(a) Representations and Warranties Accurate. The representations and warranties by Borrower and the other Loan Parties in this Agreement and in the other Loan Documents are true and correct in all material respects on and as of the Effective Date, as though made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct, in all material respects, as of such earlier date.

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(b) No Defaults. No Event of Default or Unmatured Event of Default shall have occurred and be continuing.

(c) No Material Adverse Change. Administrative Agent shall have reasonably determined that no Material Adverse Change has occurred with respect to Borrower or CCPT IV, or when taken as a whole, the Subsidiary Guarantors, since the most recent financial statements and reports provided to Administrative Agent.

(d) Documents. Administrative Agent shall have received the following agreements, documents and instruments, each duly executed (and acknowledged where applicable) by the parties thereto and in form and substance satisfactory to Administrative Agent and its legal counsel:

(i) Loan Documents. The Loan Documents, including, without limitation, Certifications of Non-Foreign Status and a Disbursement and Rate Management Authorization and Instruction Agreement, as required by Administrative Agent;

(ii) Formation Documents. Borrower shall have provided Administrative Agent and Administrative Agent shall have reasonably approved (a) the Formation Documents of Borrower and each other Loan Party, together with such resolutions, consents and other documents as Administrative Agent may reasonably require to evidence the due formation, valid existence and authority of Borrower and each other Loan Party, and (b) Certificates of Good Standing issued by the applicable State office for Borrower and each other Loan Party;

(iii) Authorization Documents. Certified copies of the Authorization Documents of Borrower and each other Loan Party authorizing Borrower and each other Loan Party to execute, deliver and perform its obligations under this Agreement and the other Loan Documents to be executed and delivered by Borrower or any Loan Party in connection herewith, and certifying the names and signatures of the officers of Borrower and each Loan Party authorized to execute this Agreement and the other Loan Documents and to request Advances on behalf of Borrower; and

(iv) Estoppel Certificates; SNDAs. A fully executed tenant estoppel certificate and subordination, non-disturbance and attornment agreement from each Tenant with respect to each Qualified Property included in Eligible Collateral, in form and substance reasonably acceptable to Administrative Agent.

(e) Payment of Costs, Expenses and Fees. Payment of all costs, expenses and fees to be paid by Borrower or any Loan Party under the Loan Documents, or otherwise incurred by Administrative Agent (including, without limitation, internal and external fees such as environmental review fees, flood determination fees, and tax service contract fees), on or before the Effective Date shall have been paid in full.

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(f) Ownership. The applicable Subsidiary Guarantor shall be the owner of the applicable Qualified Property included in Eligible Collateral, subject only to Permitted Exceptions.

(g) Qualified Properties Purchase Documents. Borrower shall have provided copies of the purchase contracts for each of the Qualified Properties included in Eligible Collateral and the related closing statements for said purchases, certified as true, correct and complete by Borrower and the applicable Subsidiary Guarantor.

(h) Leases. Borrower shall have provided copies of all Leases and Lease Documents for each Qualified Property included in Eligible Collateral.

(i) Proforma Budgets. Borrower shall have submitted to Administrative Agent a budget for each Qualified Property included in Eligible Collateral in form and substance reasonably acceptable to Administrative Agent.

(j) PML Report. With respect to each Qualified Property included in Eligible Collateral, Borrower shall have provided a so-called “PML” report, which shall address (A) the probable maximum loss that is likely to be sustained by such Qualified Property in the event of an earthquake or other seismic casualty at or affecting such Qualified Property, and (B) likelihood and likely intensity of an earthquake or other seismic casualty at or affecting such Qualified Property.

(k) Plat; Survey. Borrower shall have delivered to Administrative Agent a copy of the recorded plat or ALTA survey (meeting the reasonable requirements of Administrative Agent) of each Qualified Property included in Eligible Collateral, certified to and in a manner reasonably acceptable to Administrative Agent.

(l) Zoning. Administrative Agent shall have received reasonably satisfactory evidence indicating compliance by the Improvements upon each Qualified Property included in Eligible Collateral with applicable zoning requirements (and all required variances are obtained).

(m) Inspections; Tests. Borrower shall have provided copies of all inspection and test reports with respect to each Qualified Property included in Eligible Collateral made by or for Borrower or a Subsidiary Guarantor.

(n) Environmental Reports. Administrative Agent shall have received an environmental report with respect to each Qualified Property included in Eligible Collateral prepared by an environmental consultant reasonably acceptable to Administrative Agent. Each such environmental report shall be approved by Administrative Agent in Agent’s sole and absolute discretion.

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(o) Mortgage Instruments; Title Policy. Administrative Agent shall have received each Mortgage Instrument required to encumber each Qualified Property included in Eligible Collateral, which Mortgage Instrument shall have been duly executed and delivered by the applicable Subsidiary Guarantor, granting Administrative Agent on behalf of Lenders a first priority lien thereon, subject to Permitted Exceptions, and Administrative Agent shall have received a commitment from Title Company to issue the Title Policy.

(p) Flood Zone. Administrative Agent shall have received satisfactory evidence indicating whether each Qualified Property included in Eligible Collateral is located within a one hundred year flood plain or identified as a special flood hazard area as defined by the Federal Insurance Administration, and, if so, a flood notification form signed by Borrower and evidence that flood insurance is in place for the building and contents, all in form and substance reasonably satisfactory to Administrative Agent.

(q) Appraisal. Administrative Agent shall have received a current Appraisal of each Qualified Property included in Eligible Collateral that is acceptable to Administrative Agent in Administrative Agent’s sole and absolute discretion.

(r) Searches. Administrative Agent shall have obtained current UCC, tax and judgment searches made in such places as Administrative Agent may reasonably specify, covering Borrower and Subsidiary Guarantors and showing no filings relating to, or which could relate to, the Qualified Properties other than those made hereunder.

(s) Insurance. Administrative Agent shall have received from Borrower or Subsidiary Guarantors evidence of the policies of insurance required by this Agreement and the other Loan Documents.

(t) Financial Statements. Administrative Agent shall have received the most recent available financial statements of Borrower and Guarantors.

(u) IRS Forms. With respect to Borrower and Guarantors, a signed IRS Form W-8 or W-9, as applicable.

(v) Opinion Letter. A legal opinion or opinions from counsel for Borrower and Guarantors, in form and substance reasonably acceptable to Administrative Agent and Administrative Agent’s counsel.

(w) Other Items. Borrower shall have provided Administrative Agent with such other agreements, documents and instruments as Administrative Agent or the Lenders may reasonably require.

(x) Other Actions. Borrower has performed such other actions as Administrative Agent or the Lenders may reasonably require.

4.2 Qualification of Qualified Properties as Eligible Collateral. Borrower may include and maintain properties as “Qualified Properties” only if the following conditions precedent are satisfied, and at any time any of the following conditions fail to be or remain satisfied, such Qualified Property shall automatically and immediately be deemed a “Disqualified Property”:

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(a) The property shall be occupied 100% for Single-Tenant Property or at least 85% (by net rentable area) for Multi-Tenant Property, except for Dark Properties that (i) have not constituted a Dark Property for longer than six (6) consecutive months, and (ii) were not a Dark Property when first qualified as a Qualified Property comprising Eligible Collateral;

(b) The property shall be located in the United States of America and owned by a Subsidiary Guarantor;

(c) With respect to each Multi-Tenant Property, not less than 50% of such property (on a rental income basis) shall be leased to Credit Tenants;

(d) With respect to a Single-Tenant Property, the property is leased by a Tenant at all times pursuant to an executed net Lease with a minimum remaining Lease term of eight (8) years (exclusive of any extension options) and free of any co-tenancy clauses and, with respect to a Multi-Tenant Property, the property is leased by more than one Tenant at all times pursuant to executed net Leases with a minimum remaining Lease term of five (5) years (on a weighted average basis and exclusive of any extension options);

(e) Each property shall be encumbered by a Mortgage Instrument executed by the applicable Subsidiary Guarantor creating a first priority lien in favor of Administrative Agent for the benefit of the Lenders, subject only to Permitted Exceptions;

(f) With respect to each property, Title Company has issued to Administrative Agent for the benefit of the Lenders, a Title Policy (or an irrevocable commitment to issue a Title Policy) insuring Administrative Agent’s first priority lien encumbering the property (together with any requested endorsements thereto), subject only to Permitted Exceptions;

(g) The property is covered by policies of insurance required by this Agreement and the other Loan Documents;

(h) With respect to each property, Administrative Agent and the Lenders have conducted and approved any due diligence they deem reasonably necessary, including but not limited to, appraisals, environmental reviews, property inspections, title report reviews, plat/survey reviews, physical condition reports, Lease reviews, Formation Document reviews and any other due diligence reviews contemplated by Section 4.1 above; and

(i) With respect to the initial approval of a proposed Qualified Property, Administrative Agent otherwise approves the property as a Qualified Property hereunder in its sole and absolute discretion.

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Any such Qualified Property shall also be deemed a Disqualified Property upon the occurrence of any of the following:

(j) The levy, attachment or seizure pursuant to court order of any direct Ownership Interest in the Subsidiary Guarantor that owns any Qualified Property, or of any right, title or interest in and to any Qualified Property or any portion thereof, if any such order is not vacated and the proceeding in which it was entered is not dismissed within thirty (30) days of the entry of such order;

(k) The filing of any claim of Lien or Encumbrance against any Qualified Property or any part thereof that is not released, bonded over or insured over with a title insurance endorsement (obtained at Borrower’s cost and expense) within thirty (30) days after notice thereof from Administrative Agent to Borrower; or the service on Administrative Agent, any Lender or any disburser of funds of a notice or demand to withhold funds, which is not nullified within thirty (30) days after the date of such service; and

(l) The sale, lease (except as permitted under this Agreement), exchange, conveyance, transfer, mortgage, assignment, pledge or encumbrance, either voluntarily or involuntarily, or the agreement to do so, of any right, title or interest in and to any of the Qualified Properties or any portion thereof.

4.3 Addition and Removal of Qualified Properties and Subsidiary Guarantors. After the Effective Date of this Agreement, but only upon satisfaction of all the conditions set forth in Section 4.1 and Section 4.2 with respect to any additional properties and Subsidiary Guarantors, and subject to Administrative Agent’s approval thereof, Borrower shall have the right, so long as there is no Event of Default or Unmatured Event of Default continuing, to (i) add one or more properties to the pool of Qualified Properties upon which the Eligible Collateral and Borrowing Base is determined that conform to the attributes of a Qualified Property set forth in Section 4.2, so long as the applicable Subsidiary Guarantor executes and delivers to Administrative Agent a Mortgage Instrument, Repayment Guaranty and Environmental Agreement, and (ii) subject to the satisfaction of the conditions set forth in Section 2.19, remove one or more properties from the pool of Projects upon which the Eligible Collateral and Borrowing Base is determined, and the Mortgage Instruments encumbering said removed properties shall be released so long as, after giving effect to such release and any Remargining Payment made in connection therewith, the then Outstanding Credit Exposure is less than the Available Commitment.

4.4 Additional Conditions Precedent to All Advances Against Eligible Collateral. Lenders’ obligations to make Advances is further subject to the satisfaction of the following additional conditions precedent at the time the Advance is requested and at the time the Advance is to be made, as reasonably determined by Administrative Agent:

(a) Defaults. No Event of Default or Unmatured Event of Default shall have occurred and be continuing on the date of such Advance, both before and after giving effect thereto.

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(b) Other Conditions Precedent. Borrower will have satisfied all conditions precedent to Advances in this Agreement and the other Loan Documents.

(c) Mortgage Instrument. Such Eligible Collateral shall be encumbered by a first lien Mortgage Instrument in favor of Administrative Agent for the benefit of Lenders, subject only to Permitted Exceptions.

(d) Payment of Costs, Expenses, and Fees. All costs, expenses and fees due to be paid by Borrower on or before the date of the Advance under the Loan Documents shall have been paid in full.

(e) Draw Request. Borrower will have delivered to Administrative Agent a Draw Request for such Advance (other than for Swing Line Advances, in which case Borrower shall have delivered to Administrative Agent a Swing Line Borrowing Notice).

(f) Limit on Total Outstanding. After giving effect to the requested Advance, the Outstanding Credit Exposure will not violate the tests in Section 2.20 and no Remargining Payment will be required.

4.5 Right to Waive. Borrower authorizes Administrative Agent and Administrative Agent reserves the right to verify any documents and information submitted to it in connection with this Agreement. Administrative Agent may elect to waive any of the conditions precedent and requirements in this Article 4. Any such waiver will be limited to the conditions precedent and requirements in the applicable Sections of this Article 4. Delay or failure by Administrative Agent to insist on satisfaction of any condition precedent will not be a waiver of such condition precedent or any other condition precedent. The making of an Advance by Administrative Agent or any of the Lenders will not be deemed a waiver by Lenders of the occurrence of an Event of Default or Unmatured Event of Default.

ARTICLE 5

BORROWER REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties. Borrower represents and warrants to Administrative Agent and the Lenders, as of the Effective Date and as of the various other dates specified in this Agreement and the other Loan Documents on which such representations and warranties are to be accurate, except to the extent such representations and warranties specifically refer to and earlier date, in which case they shall be true and correct, in all material respects, as of such earlier date, the following:

(a) Formation and Authorization. Borrower is a limited partnership validly organized and existing in good standing under the laws of the State of Delaware, and is authorized to conduct business in the State of Arizona. Borrower has requisite power and authority to execute, deliver and perform the Loan Documents. The execution, delivery and performance by Borrower of the Loan Documents has been duly authorized by all requisite action by or on behalf of Borrower and will not conflict with or result in a violation of or a default under Borrower’s Formation Documents. Each other Loan Party is a corporation, partnership or limited liability company validly

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organized and existing in good standing under the laws of the State of such Loan Party’s formation, and each Subsidiary Guarantor is authorized to conduct business in the State in which a Qualified Property owned by such Subsidiary Guarantor is located. Each Loan Party has the requisite power and authority to execute, deliver and perform the Loan Documents to which such Loan Party is a party. The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party has been duly authorized by all requisite action by or on behalf of such Loan Party and will not conflict with or result in a violation of or a default under any such Loan Party’s Formation Documents.

(b) No Approvals, etc. No approval, authorization, bond, consent, certificate, franchise, license, permit, registration, qualification or other action or grant by or filing with any Governmental Authority or other Person is required in connection with the execution, delivery or performance by Borrower or any other Loan Party of any Loan Document, except for any such action, grant or filing which has already been taken or which failure to obtain would not reasonably be expected to result in a Material Adverse Change.

(c) No Conflicts. The execution, delivery and performance by Borrower and, as applicable, each other Loan Party, of the Loan Documents will not conflict with or result in a violation of or a default under (i) any applicable law, ordinance, regulation or rule (federal, state or local) in any material respect, (ii) any judgment, order or decree of any arbitrator, other private adjudicator, or Governmental Authority to which Borrower or such other Loan Party is a party or by which Borrower or such other Loan Party is bound, (iii) any of the Approvals and Permits, or (iv) any agreement, document or instrument (in any material respect) to which Borrower or such other Loan Party is a party or by which Borrower or such other Loan Party or any of the assets of Borrower or such other Loan Party is bound, in each case, to the extent such violation or default would result in a Material Adverse Change.

(d) Execution and Delivery and Binding Nature of Loan Documents. The Loan Documents are legal, valid and binding obligations of Borrower, enforceable in accordance with their terms against Borrower, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws and by equitable principles of general application. With respect to each other Loan Party, the Loan Documents to which any such Loan Party is a party are legal, valid and binding obligations of such Loan Party, enforceable in accordance with their terms against such Loan Party, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws and by equitable principles of general application.

(e) Accurate Information. All information in any loan application, financial statement (other than financial projections), certificate or other document, and all other information delivered by or on behalf of Borrower or any other Loan Party to Administrative Agent or any Lender in connection with the Commitment is true, correct and complete in all material respects, and there are no omissions from any such information that results in any such information being materially incomplete, incorrect

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or misleading. Borrower does not have any knowledge of any material change in any such information. All financial statements (other than financial projections) heretofore delivered to Administrative Agent or any Lender by Borrower or any Loan Party were prepared in accordance with the requirements in this Agreement and accurately present the financial conditions and results of operations as of the dates thereof and for the periods covered thereby in all material respects. All financial projections have been and will be prepared in accordance with the requirements of this Agreement, and will be based on the applicable Person’s best good faith estimates, compiled and prepared with due diligence, of the matters set forth therein. Since June 30, 2011 and as of the Effective Date, no Material Adverse Change has occurred.

(f) Purpose of Advances. The purpose and permitted use of the each Advance is as set forth in Section 2.16(b). The purpose of Advances is a business purpose and not a personal, family, or household purpose.

(g) Legal Proceedings, Hearings, Inquiries and Investigations. Except as disclosed to Administrative Agent in writing prior to the Effective Date:

(i) No legal proceeding, individually or in the aggregate with related proceedings, involving a sum of $50,000.00 or more, is pending or, to Borrower’s knowledge, threatened, before any arbitrator, other private adjudicator or Governmental Authority to which Borrower or any Loan Party is a party or by which Borrower or any Loan Party, or any assets of Borrower or any Loan Party, may be bound or affected that if resolved adversely to Borrower or the applicable Loan Party could reasonably be expected to result in a Material Adverse Change.

(ii) No hearing, inquiry or investigation relating to Borrower or any Loan Party, or any assets of Borrower or any Loan Party, is pending or, to Borrower’s or any Loan Party’s knowledge, threatened, by any Governmental Authority that could reasonably be expected to result in a Material Adverse Change.

(h) No Defaults. No Event of Default or Unmatured Event of Default has occurred and is continuing.

(i) Approvals and Permits; Assets and Property. Borrower and each Loan Party has obtained and there are in full force and effect all Approvals and Permits presently necessary for the conduct of the business of Borrower and each Loan Party, and Borrower and each Loan Party owns, leases or licenses all assets necessary for conduct of the business and operations of Borrower and each Loan Party, in each case to the extent the failure to have would reasonably be expected to result in a Material Adverse Change. The assets of each Subsidiary Guarantor are not subject to any Liens and Encumbrances, other than those permitted under Section 7.9.

(j) Impositions. Except as otherwise permitted pursuant to Section 6.6, Borrower has filed or caused to be filed all tax returns (federal, state, and local) required to be filed by Borrower and has paid all Impositions and other amounts shown thereon to be due (including, without limitation, any interest or penalties).

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(k) ERISA. To Borrower’s best knowledge and belief:

(i) None of the execution and delivery of this Agreement or the other Loan Documents by Borrower, the performance by Borrower of the Obligations or the consummation by Borrower of any of the other transactions contemplated by this Agreement constitutes or will constitute a “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 of ERISA.

(ii) Each “employee benefit plan” (within the meaning of Section 3(3) of ERISA) (a “Plan”) with respect to which Borrower or any Person which is under “common control” with Borrower (within the meaning of Section 414(b) or (c) of the Code or Section 4001(b) of ERISA) (an “ERISA Affiliate”), if any, is in compliance in all material respects with applicable provisions of ERISA, the Code and applicable foreign law. Borrower and each ERISA Affiliate have made all contributions to the Plans required to be made by any of them subject to Section 412 of the Code to the extent failure to make would reasonably be expected to result in a Material Adverse Change.

(iii) Except for liabilities to make contributions and to pay Pension Benefit Guaranty Corporation (or any successor thereto) (“PBGC”) premiums and administrative costs, neither Borrower nor any ERISA Affiliate of Borrower has incurred any material liability to or on account of any Plan under applicable provisions of ERISA, the Code or applicable foreign law, and no condition exists which presents a material risk to Borrower or any ERISA Affiliate of Borrower of incurring any such liability. No domestic Plan has an “accumulated funding deficiency” (within the meaning of Section 412 of the Code), whether or not waived, and no foreign Plan is in violation of any funding requirements imposed by applicable foreign law to the extent such deficiency or violation would reasonably be expected to result in a Material Adverse Change. None of Borrower, any ERISA Affiliate of Borrower, the PBGC or any other Person has instituted any proceedings or taken any other action to terminate any Plan.

(iv) The actuarial present value of all accrued benefit liabilities under each domestic Plan and under each foreign Plan (based on the assumptions used in the funding of such Plan, which assumptions are reasonable, and determined as of the last day of the most recent plan year of such domestic Plan for which an annual report has been filed with the Internal Revenue Service or of such foreign Plan for which year-end actuarial information is available) did not exceed the current fair market value of the assets of such Plan as of such last day.

(v) None of the Plans is a “Multiemployer Plan” (as defined in ERISA), and neither Borrower nor any ERISA Affiliate of Borrower has contributed or been obligated to contribute to any Multiemployer Plan at any time within the preceding six (6) years.

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(vi) Determined in accordance with United States Department of Labor Regulations §2510.3-101, the assets of Borrower and each shareholder in Borrower are not “plan assets” of any employee benefit plan subject to the fiduciary responsibility requirements and prohibited transaction rules of ERISA.

(l) Compliance With Law. None of Borrower, any Loan Party, any Qualified Property or any other Collateral is in violation of any law, ordinance, regulation or rule (federal, state, or local) in any material respect.

(m) Representations and Warranties Relating to Collateral.

(i) Ownership. Except as permitted pursuant to Section 6.3(b), the Loan Party that is the legal and equitable owner of Collateral is and will at all times be the legal and equitable owner of such Collateral, free and clear of all Liens and Encumbrances, except for the Liens permitted pursuant to Section 7.9.

(ii) Authority to Encumber. The Loan Party that is the legal and equitable owner of Collateral has, and will continue to have, the full right and authority to encumber such Collateral, including each of the Qualified Properties included or to be included in Eligible Collateral.

(iii) Validity of the Lien and Encumbrance Created by the Mortgage Instruments. The Lien and Encumbrance created by the Mortgage Instruments is (A) legal, valid, binding and enforceable, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws and by equitable principles of general application, and (B) is first priority, except for Permitted Exceptions (other than Permitted Exceptions that are required to be subordinated to the Mortgage Instruments).

(iv) Legal Parcel; Separate Tax Parcel. Each Qualified Property is taxed separately and does not include any other property, and for all purposes each Qualified Property may be mortgaged, conveyed and otherwise dealt with as a separate legal parcel.

(v) Leases and Rents. The applicable Loan Party has good and marketable title to the Leases and the rents payable thereunder, free and clear of all claims and Liens and Encumbrances other than the Permitted Exceptions and other Liens permitted pursuant to Section 7.9. The Leases and the other Lease Documents are valid and unmodified (other than those modifications provided to, and if executed after the Effective Date and materially increase the obligations of such Loan Party or materially decrease the obligations of Tenant thereunder, consented to by Administrative Agent) and are in full force and effect, and Borrower or the applicable Loan Party that is a party to any such Lease or other Lease Document is not in default of any of the material terms or provisions of the Leases or any such other Lease Document. The rents now due or to become due for any periods subsequent to the Effective Date have not been collected and payment thereof has not been anticipated for a period of more than one (1) month in advance, waived or released, discounted, set off or otherwise discharged or compromised. Neither Borrower nor any other Loan Party has received any funds or deposits from any Tenant for which credit has not already been made on account of accrued rents other than security deposits required by the Leases.

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(n) Use of Proceeds; Margin Stock. The proceeds of the Advances will be used by Borrower solely for the purposes specified in this Agreement. None of such proceeds will be used for the purpose of purchasing or carrying any “margin stock” as defined in Regulation U or G of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 221 and 207), or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry margin stock or for any other purpose which might constitute this transaction a “purpose credit” within the meaning of such Regulation U or G. Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock. Neither Borrower nor any Person acting on behalf of Borrower has taken or will take any action which might cause this Agreement or any other Loan Document to violate Regulation U or G or any other regulations of the Board of Governors of the Federal Reserve System or to violate Section 7 of the Securities Exchange Act of 1934, or any rule or regulation thereunder, in each case as now in effect or as the same may hereafter be in effect. Borrower and its subsidiaries own no “margin stock”.

(o) Governmental Regulation. Borrower is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.

(p) Benefit. Each Loan Party: (i) operates in conjunction with the other separate but affiliated Loan Parties with respect to their respective operations; and, in this regard, each Loan Party is benefited by operating with the other Loan Parties because of greater operating efficiencies, economies of scale, coordination, and centralization of market presence, and common business functions, including, but not limited to, accounting services for consolidated financial statements; (ii) expressly acknowledges and agrees with all of the other Loan Parties, and expressly represents and confirms to Administrative Agent and to Lenders, that each Loan Party receives a reasonably equivalent value in exchange for permitting its funds to be applied to the Obligations under this Agreement; (iii) agrees that each and all of the Loan Parties sought financing collectively because they cannot obtain financing in the amount of the Aggregate Commitment or otherwise under terms as advantageous as those of this Agreement if each Loan Party tried instead to obtain stand-alone financing individually and each Loan Party acknowledges that, while the Loan Parties are separate and distinct corporate entities, they have asked Administrative Agent and Lenders to recognize their common business purpose and collective assets as part of the underwriting considerations, so that they can qualify collectively for the greatest available amount of financing and are each benefited by the greater borrowing capacity; (iv) expressly agrees with each other, and expressly represents and confirms to Administrative Agent and to Lenders, that each and all of the Loan Parties have received the benefit of such greater borrowing capacity resulting from their common business enterprise; (v) agrees in requesting the Commitment, and for purposes of the Commitment, the Loan Parties have presented to Administrative Agent and Lenders,

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and have asked Administrative Agent and Lenders to rely, in part, on consolidated financial statements; (vi) acknowledges and agrees that the proceeds of the Advances and the Letters of Credit are available to each and all of the Loan Parties, and that the agreed distribution of the proceeds will be decided by the Loan Parties collectively and among themselves; (vii) agrees that the availability of the proceeds of Advances and the agreed use thereof (subject to the requirements of this Agreement) decided by the Loan Parties among themselves are essential to and will materially benefit each Loan Party on an individual and collective basis; (xii) agrees that the Loan Parties have expressly agreed among themselves to compile and maintain a single, collective Borrowing Base to be certified to Administrative Agent and Lenders for purposes of requests by Borrower for Advances and Letters of Credit. Each Subsidiary Guarantor is a wholly-owned Subsidiary of CCPT IV (either directly and/or indirectly through Borrower or a wholly-owned Subsidiary of Borrower or CCPT IV).

(q) Solvency. Each Loan Party (i) confirms that prior to, as of, during and following the funding of the Commitment, each Loan Party was not, and continues not to be, “insolvent” as that term is defined in Section 101(32) of the United States Bankruptcy Code, (ii) confirms that, prior to, as of, during and following the funding of the Commitment, each Loan Party has been able and will continue to be able to pay its debts as they become due, and further acknowledges that its ability to do so is enhanced by access to proceeds of the Advances, (iii) confirms that, prior to, as of, during and following the funding of the Commitment, each Loan Party retained, and continues to retain, sufficient capital to operate its business, and (iv) confirms that, based on its assets and its anticipated business performance, each Loan Party believes that it will be able to pay its debts as they mature.

5.2 Representations and Warranties Upon Requests for Advances. Each request for an Advance will be a representation and warranty by Borrower that all of the representations and warranties in this Article 5 and in the other Loan Documents are true, correct and complete as of the date of the Advance request and as of the date that the Advance is made, except to the extent such representations and warranties specifically refer to and earlier date, in which case they shall be true and correct, in all material respects, as of such earlier date.

5.3 Representations and Warranties Upon Delivery of Financial Statements, Documents, and Other Information. Each delivery by Borrower of financial statements, other documents or information after the Effective Date hereof (including, without limitation, documents and information delivered in obtaining an Advance) will be a representation and warranty to Administrative Agent and the Lenders by Borrower that such financial statements, other documents or information (other than financial projections) are true, correct and complete in all material respects, that there are no material omissions therefrom that result in such financial statements, other documents or information being materially incomplete, incorrect or misleading as of the date thereof, and that such financial statements accurately present the financial condition and results of operations of the subject thereof as at the dates thereof and for the periods covered thereby. Each delivery by Borrower of financial projections is a representation and warranty to Administrative Agent and the Lenders by Borrower that such financial projections have been prepared in accordance with the requirements in this Agreement, and are based on Borrower’s best good faith estimates, compiled and prepared with due diligence, of the matters set forth therein.

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5.4 Nature of Representations and Warranties. All representations and warranties made in this Agreement or in any other Loan Document or in any certificate or other document delivered to Administrative Agent or any Lender pursuant to or in connection with this Agreement shall be deemed to have been relied upon by Administrative Agent and the Lenders notwithstanding any investigation heretofore or hereafter made by Administrative Agent or the Lenders, or on their behalf.

ARTICLE 6

AFFIRMATIVE COVENANTS

The following covenants shall apply until the Obligations of Borrower and any other Loan Party are paid and performed in full and Lenders have no further obligation to make Advances, issue Letters of Credit or otherwise extend credit to Borrower:

6.1 Corporate Existence. Borrower agrees that Borrower shall continue to be a limited partnership validly existing, and in good standing under the laws of the State of Delaware. Borrower shall cause each other Loan Party to continue to be an entity validly existing and in good standing under the laws of the State of its formation.

6.2 Books and Records; Access. Borrower agrees that Borrower will maintain a complete and accurate set of books and records of its assets, business, financial condition, operations, prospects and results of operation in accordance with GAAP. Borrower also agrees to maintain complete and accurate records regarding the acquisition, development and operation of the Qualified Properties, including, without limitation, all notices, records, documents and instruments related to the Leases. Borrower also agrees that books and records required to be maintained by Borrower pursuant to this Section 6.2 shall be maintained for a period of time following payment in full of Borrower’s Obligations at least equal to the statute of limitations period within which Lenders would be entitled to commence an action with respect to the Obligations. During normal business hours upon reasonable advance notice and subject to the rights of the Tenants under the Leases, Borrower will give representatives of Administrative Agent access to the Collateral and Borrower’s books, records and documents relating to the Collateral and will permit such representatives to inspect such Collateral and to audit, copy, examine and make excerpts from such books, records and documents; provided, however, such visits shall (a) not occur when any independent auditors are conducting an audit of any member of the Consolidated Group (provided, Administrative Agent’s representatives shall be entitled to inspect a Collateral site so long as such auditors are not conducting any such audit at such Collateral site), and (b) subject to the rights of the Tenants, not materially disrupt the operations of any Tenant. Borrower shall not be responsible for any costs or expenses for more than one visit in any calendar year unless such visit is performed during the continuance of an Event of Default. Upon reasonable request by Administrative Agent, Borrower will also provide Administrative Agent with copies of the reports, documents, agreements and other instruments described in this Section 6.2.

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6.3 Covenants Relating to Collateral. Borrower agrees:

(a) Defense of Title. Borrower will defend and cause each applicable Subsidiary Guarantor to defend the Collateral, the title and interest therein of Borrower and the applicable Subsidiary Guarantor represented and warranted in the Mortgage Instruments and this Agreement, and the legality, validity, binding nature and enforceability of the Lien and Encumbrance contained in the Mortgage Instruments and the first priority of the Mortgage Instruments against all matters (except for Permitted Exceptions), including, without limitation, (i) any attachment, levy or other seizure by legal process or otherwise of any or all such Collateral, (ii) except for Permitted Exceptions, any Lien or Encumbrance or claim thereof on any or all such Collateral, (iii) any attempt to foreclose, conduct a trustee’s sale, or otherwise realize upon any or all Collateral under any Lien or Encumbrance, regardless of whether a Permitted Exception and regardless of whether junior or senior to the applicable Mortgage Instrument, and (iv) any claim questioning the legality, validity, binding nature, enforceability, or priority of any Mortgage Instrument. Borrower will notify Administrative Agent promptly in writing of any of the foregoing and will provide such information with respect thereto as Administrative Agent may from time to time reasonably request.

(b) No Encumbrances. Borrower will not, and shall not permit the Subsidiary Guarantors to, sell, assign, transfer or otherwise dispose of, or grant any option with respect to, or pledge or otherwise encumber, any of the Collateral or any interest therein or any fixtures thereof or proceeds thereof, except for (i) the Permitted Exceptions, and (ii) sales and transfers in connection with releases permitted pursuant to Section 2.19 and Section 4.3, and (iii) easements required to be granted to any Governmental Authority or necessary for any access, drainage, utility or similar service in connection with the operation of the Collateral.

(c) Utilities. All telephone service, electric power, storm sewer (if required), sanitary sewer (if required) and water facilities for the Qualified Properties shall be maintained at all times, and such utilities will be adequate to serve the Qualified Properties. No condition will exist to affect the applicable Subsidiary Guarantor’s right to connect into and have adequate use of such utilities, except for the payment of normal connection charges or tap charges and except for the payment of subsequent charges for such services to the utility supplier.

(d) No Residential Use. No Qualified Property shall ever be occupied as a residence.

(e) Flood Insurance. Unless flood insurance acceptable to Administrative Agent will first have been obtained, no Qualified Property will be located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968.

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(f) Compliance with Permitted Exceptions. All restrictive covenants, development agreements, easements and other agreements with Governmental Authorities and other Persons that are necessary or desirable for the use and occupancy of the Qualified Properties will be kept and maintained in full force and effect. Borrower will not, and will not permit any applicable Subsidiary Guarantor to, default in any material respect under any such covenants, development agreements, easements and other agreements, and rights thereunder will be diligently enforced.

(g) Improvement Districts. Without obtaining the prior written consent of Administrative Agent, Borrower will not consent to, or vote in favor of, the inclusion of all or any part of the Collateral (other than Collateral that is in improvement districts as of the Effective Date or upon addition as Collateral pursuant to Section 4.3) in any community facilities district or other improvement district. Borrower will give prompt notice to Administrative Agent of any notification or advice that Borrower may receive from any municipality or other third party of any action, contract or other proceeding the purpose of which is to include all or any part of the Collateral in a community facilities district or other improvement district. Upon prior written notice to Borrower, Administrative Agent shall have the right to file a written objection to the inclusion of all or any part of the Collateral (other than Collateral that is in improvement districts as of the Effective Date or upon addition as Collateral pursuant to Section 4.3) in a community facilities district or other improvement district, either in its own name or in the name of Borrower, and to appear at, and participate in, any hearing with respect to the formation of any such district.

6.4 Information and Statements. Borrower will furnish the following information and statements to Administrative Agent:

(a) Annual Statements—Borrower. Within ninety (90) days after the close of each Fiscal Year of Borrower, unqualified, unaudited company-prepared annual financial statements of Borrower, certified and signed by the chief financial officer of CCPT IV, as the general partner of Borrower, prepared in accordance with GAAP in each case on a consolidated basis, including balance sheets as of the end of such Fiscal Year and statements of income and retained earnings, and setting forth in comparative form the balance sheet, income statement and retained earnings for the preceding Fiscal Year.

(b) Annual Statements—CCPT IV. Within ninety (90) days after the close of each Fiscal Year of CCPT IV, unqualified, audited annual financial statements of the Consolidated Group, certified and signed by the chief financial officer of CCPT IV, and audited by nationally recognized independent certified public accountants that are reasonably acceptable to Administrative Agent, prepared in accordance with GAAP in each case on a consolidated basis, including balance sheets as of the end of such Fiscal Year and statements of income and retained earnings and a statement of cash flows, and setting forth in comparative form the balance sheet, income statement, retained earnings and cash flow figures for the preceding Fiscal Year. Borrower and CCPT IV shall be deemed to have complied with the foregoing requirements, if CCPT IV provides to Administrative Agent CCPT IV’s Form 10-K that is filed with the SEC within the time frame set forth above.

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(c) Quarterly Financial Statements—Borrower. Within forty-five (45) days after the close of each of the first three (3) quarterly periods of each Fiscal Year, company-prepared financial statements for Borrower on a consolidated basis, including balance sheets as of the end of such period, statements of income and, with respect to the consolidated financial statements only, retained earnings, in each case for the portion of the Fiscal Year ending with such fiscal period, all certified and signed by the chief financial officer of CCPT IV, as the general partner of Borrower and prepared in accordance with GAAP. All consolidated balance sheets shall set forth in comparative form figures for the preceding year end and the corresponding period in the preceding Fiscal Year. All such income statements shall reflect year-to-date figures.

(d) Quarterly Financial Statements—CCPT IV. Within forty-five (45) days after the close of each of the first three (3) quarterly periods of each Fiscal Year of CCPT IV, company-prepared financial statements for the Consolidated Group, on a consolidated basis, including balance sheets as of the end of such period, statements of income and, with respect to the consolidated financial statements only, retained earnings and a statement of cash flows, in each case for the portion of the Fiscal Year ending with such fiscal period, all certified and signed by the chief financial officer of CCPT IV and prepared in accordance with GAAP. All consolidated balance sheets shall set forth in comparative form figures for the preceding year end and the corresponding period in the preceding Fiscal Year. All such income statements shall reflect year-to-date figures. Borrower and CCPT IV shall be deemed to have complied with the foregoing requirements, if CCPT IV provides to Administrative Agent CCPT IV’s Form 10-Q that is filed with the SEC within the time frame set forth above.

(e) Borrowing Base Report and Collateral Certificates. As and when required pursuant to Section 3.4, the Borrowing Base Report and Collateral Certificates.

(f) Environmental Incident Reports. As soon as possible and in any event within ten (10) days after receipt by Borrower or any other Loan Party, a copy of any written notice or claim to the effect that Borrower or any other Loan Party is or may be liable to any Person as a result of the release of any toxic or hazardous waste or substance into the environment.

(g) Compliance Information. All annual financial statements pursuant to Section 6.4(a) and (b) and all quarterly financial statements pursuant to Section 6.4(c) and (d) will also be accompanied by a Compliance Certificate signed by the chief financial officer of the reporting entity or its general partner (as applicable) and setting forth, in reasonable detail, calculations demonstrating compliance with the financial covenants in Section 6.16. Notwithstanding anything in this Agreement to the contrary, Borrower and CCPT IV will be required to timely deliver such financial information as may be necessary to promptly and accurately calculate any financial ratio or covenant required under this Agreement even if such information is not specifically enumerated herein. Any review of any financial statements provided by Borrower or CCPT IV used to test any financial ratio or covenant will not waive Administrative Agent’s rights to require further review or audit of such information or any rights if such further review or audit indicates financial information contrary to the financial statements provided by Borrower and/or CCPT IV.

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(h) Other Items and Information. Borrower shall also provide such other information concerning Borrower, CCPT IV, Subsidiary Guarantor, the Qualified Properties, and the assets, business, financial condition, operations, prospects and results of operations of Borrower as Administrative Agent reasonably requests from time to time. Such other items shall include, without limitation, Borrower’s certification that all Leases with respect to Qualified Properties included in Eligible Collateral satisfy the requirements of this Agreement.

(i) Other Reports. As and when reasonably requested by Administrative Agent, such other periodic reports, documents and schedules as may be reasonably requested by Administrative Agent from time to time.

6.5 Law; Judgments; Material Agreements; Approvals and Permits. Borrower agrees that Borrower will comply, and cause Subsidiary Guarantors to comply, in all material respects, with all laws, ordinances, regulations, and rules (federal, state, and local) and all judgments, orders, and decrees of any arbitrator, other private adjudicator, or Governmental Authority relating to Borrower, Subsidiary Guarantors, the Collateral or the other assets, business, or operations of Borrower and Subsidiary Guarantors. Borrower also agrees to comply and cause Subsidiary Guarantors to comply, in all material respects with all material agreements, documents, and instruments to which Borrower or any Subsidiary Guarantor is a party or by which Borrower, Subsidiary Guarantors, or the Collateral, or any of the other assets of Borrower and Subsidiary Guarantors are bound or affected. Borrower also agrees to comply and cause Subsidiary Guarantors to comply, in all material respects, with all Requirements and all conditions and requirements of all Approvals and Permits. Borrower, at its expense, will obtain and maintain in effect from time to time all Approvals and Permits required for the business activities and operations then being conducted by Borrower and Subsidiary Guarantor and as may be required to enable them to comply with its obligations hereunder and under the other Loan Documents.

6.6 Impositions and Other Indebtedness. Except for amounts being contested as provided in paragraph (b)(i) through (iii) of the definition of Permitted Exceptions, Borrower will pay and discharge, or cause to be paid and discharged (a) before delinquency all Impositions affecting it or the Collateral, (b) when due all lawful claims (including, without limitation, claims for labor, materials and supplies), which, if unpaid, might become a Lien or Encumbrance upon any of the Collateral, and (c) all its other Indebtedness, when due.

6.7 Assets and Property. Borrower will maintain, keep, and preserve, or cause to be maintained, kept and preserved, the Collateral in good working order and condition, ordinary wear and tear excepted.

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6.8 Casualty and Liability Insurance. Borrower, at its expense or the expense of the applicable Tenant, shall maintain and deliver, or cause to be maintained and delivered, to Administrative Agent the policies of insurance set forth on Exhibit I attached hereto with respect to the Collateral and the Subsidiary Guarantors. All insurance policies shall (i) be issued by an insurance company licensed or authorized to do business in the state where the property is located having a rating of “A-” VIII or better by A.M. Best Co., in Best’s Rating Guide, (ii) name “JPMorgan Chase Bank, N.A., as administrative agent” as additional insureds on all liability insurance and as mortgagee and loss payee on all ISO Special Form or All-Risk Property insurance, (iii) be endorsed to show that Borrower’s insurance shall be primary and all insurance carried by Administrative Agent and the Lenders is strictly excess and secondary and shall not contribute with Borrower’s insurance, (iv) provide that Administrative Agent is to receive thirty (30) days written notice prior to non-renewal or cancellation, (v) be evidenced by a certificate of insurance to be provided to Administrative Agent or, if the applicable Tenant does not customarily provide certificates of insurance, such other form of document customarily provided by the applicable Tenant, along with a copy of the policy for the ISO Special Form or All-Risk Property coverage, (vi) include either policy or binder numbers on the Accord form, and (vii) be in form and amounts as those policies described in Exhibit I or otherwise reasonably acceptable to Administrative Agent. Borrower acknowledges that Borrower has been advised by Administrative Agent of, and agrees that the requirements of this Section 6.8 and Exhibit I are in compliance with the following legal limitation regarding hazard insurance coverage pursuant to Arizona Revised Statutes Section 44-1208: “. . . . for any loan that is secured by real property, a person shall not require as a condition of the loan that the borrower obtain property insurance coverage in an amount that exceeds the replacement cost of the improvements as established by the property insurer.”

6.9 ERISA.

(a) Borrower and the ERISA Affiliates each will take all actions and fulfill all conditions necessary to maintain any and all Plans in substantial compliance with applicable requirements of ERISA, the Code and applicable foreign law until such Plans are terminated, and the liabilities thereof discharged, in accordance with applicable law, in each case to the extent that failure to do so could reasonably be expected to result in liability to Borrower in an amount in excess of the Threshold Amount.

(b) No Plan will have any “accumulated funding deficiency” (within the meaning of Section 412 of the Code), which deficiency could cause a Material Adverse Change.

(c) Borrower and the ERISA Affiliates each will take and fulfill all actions and conditions necessary to maintain, and will maintain, substantial compliance of any and all employee benefit plans established or maintained, or to which contributions are made by Borrower and the ERISA Affiliates with the requirements of ERISA and the rules and regulations adopted thereunder, in each case as in effect at the time and to the extent that failure to do so could reasonably be expected to result in liability to Borrower in an amount in excess of the Threshold Amount.

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(d) Borrower shall otherwise act to ensure that the assets of Borrower are not “plan assets” of any employee benefit plan subject to the fiduciary responsibility requirements of ERISA, or, subject to receipt of prior notice by Administrative Agent and Administrative Agent’s consent thereto, Borrower shall otherwise ensure that an exemption from Section 406 of ERISA is available to cover the loan transaction with respect to each portion thereof.

6.10 Title Insurance. Administrative Agent may determine from time to time the allocation of title insurance between parcels of Collateral, and the amount of title insurance coverage that Borrower is required to provide pursuant to the Title Policy (in each case, not to exceed the Appraised Value of the applicable Qualified Property), and Administrative Agent may enter into such agreements with Title Company as Administrative Agent reasonably deems appropriate, including, without limitation, aggregation agreements, which shall contain such terms and conditions as Administrative Agent may reasonably require.

6.11 Use of Proceeds of Advances. Borrower will use proceeds of Advances only for the purposes described in Section 2.16(b).

6.12 Further Assurances. Borrower will promptly execute, acknowledge and deliver such additional agreements, documents and instruments and do or cause to be done such other acts as Administrative Agent may reasonably request from time to time to better assure, preserve, protect and perfect the interest of Administrative Agent and the Lenders in the Collateral and the rights and remedies of Administrative Agent and the Lenders under this Agreement and the other Loan Documents. Without limiting the foregoing, to the extent that Administrative Agent reasonably determines from time to time the Mortgage Instruments, amendments to the Mortgage Instruments, financing statements, subordinations and other documents are required in order to perfect all Liens and Encumbrances in favor of Lenders, and cause all Collateral encumbered by the Mortgage Instruments to be subject only to Permitted Exceptions, Borrower will execute and deliver such documents, instruments and other agreements as Administrative Agent may reasonably request.

6.13 Costs and Expenses of Borrower’s Performance of Covenants and Satisfaction of Conditions. Borrower will perform, or cause to be performed, all of its obligations and satisfy all conditions applicable to it under this Agreement and the other Loan Documents at no cost or expense to the Lenders or Administrative Agent.

6.14 Notification of Certain Matters. Borrower will promptly disclose to Administrative Agent, the occurrence of, (a) any default, notice of default, or “event of default” with respect to Borrower’s Partnership Agreement, (b) any Material Adverse Change, or (c) any change in, or failure to satisfy, the Requirements of any Governmental Authority with respect to Borrower or the Collateral to the extent such change or failure could reasonably be expected to result in a Material Adverse Change.

6.15 Deposit Accounts. Borrower shall maintain JPMorgan Chase Bank, N.A. as its principal depository bank for all deposit accounts and operating accounts related to the Qualified Properties, and, to the extent permitted by law and contractual agreements, security and escrow deposits for the Qualified Properties.

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6.16 Financial Covenants. Borrower shall cause CCPT IV to maintain the following:

(a) Net Worth Requirement. As of the end of each fiscal quarter of CCPT IV commencing with the fiscal quarter ending June 30, 2012, the sum of (i) Total Stockholders Equity plus Redeemable Common Stock, as reported on its 10-K or 10-Q SEC filings, and (ii) the principal amount of any Approved Subordinated Debt, shall not be less than $2,500,000.00 plus 75% of the Net Equity Contributions or sales of treasury stock received by CCPT IV after the Closing Date.

(b) Leverage Requirement. As of the end of each fiscal quarter of CCPT IV’s commencing with the fiscal quarter ending June 30, 2012, Total Liabilities shall not exceed (i) 75% of CCPT IV’s Total Asset Value during the Tier 1 Period, (ii) 70% of CCPT IV’s Total Asset Value during the Tier 2 Period, and (iii) 65% of CCPT IV’s Total Asset Value during the Tier 3 Period. For the purposes of this Section 6.16(b), Approved Subordinated Debt will be treated as equity.

(c) Fixed Charge Coverage Requirement. As of the end of each fiscal quarter of CCPT IV commencing with the fiscal quarter ending June 30, 2012, the ratio of EBITDA for the four (4) fiscal quarters ending on such date to Consolidated Debt Service for the four (4) fiscal quarters ending on such date shall not be less than 1.5:1.00. For the purposes of this Section 6.16(c), Consolidated Debt Service will not include debt service associated with Approved Subordinated Debt.

(d) Dividend Payout Ratio. The Dividend Payout Ratio of CCPT IV shall not, in any event, exceed ninety-five percent (95%).

(e) REIT Status. Commencing with the filing of its first tax return, CCPT IV shall have qualified, and shall thereafter remain qualified, as a real estate investment trust under Section 856 of the Code.

6.17 Rights of Inspection; Correction of Defects.

(a) Generally. Subject to the rights of the Tenants under the Leases, Administrative Agent and its respective agents, employees and representatives will have the right to enter upon the Qualified Properties included in Eligible Collateral, during normal business hours upon advance written notice (unless in the event of an emergency in which event no advance notice but only prompt notice shall be required) and, if requested by Borrower, accompanied by representative of Borrower, in order to inspect such Qualified Properties; provided, however, such visits shall (a) not occur when any independent auditors are conducting an audit of any member of the Consolidated Group (provided, Administrative Agent’s representatives shall be entitled to inspect a Qualified Property site so long as such auditors are not conducting any such audit at such Qualified Property site) and, (b) subject to the rights of Tenant, not materially disrupt the operations of any Tenant. Borrower shall not be responsible for any costs or expenses for more than one visit in any calendar year unless such visit is performed during the continuance of an Event of Default. If Administrative Agent reasonably determines and notifies Borrower in writing that any materials, work or Improvements do not conform, in any material respect, with any applicable Requirements or Laws, Borrower will promptly take such action to cause the Qualified Properties to conform, in all material respects, with such Requirements or Laws.

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(b) No Right to Rely. All inspections by Administrative Agent and other actions by Administrative Agent in connection therewith are for the sole purpose of protecting the security of Administrative Agent and the Lenders and are not to be construed as a representation by Administrative Agent that any of the materials, work or Improvements are in compliance with any Requirements or Laws or otherwise free from defect. No such inspections or review will limit any of the rights and remedies of Administrative Agent pursuant to this Agreement or the other Loan Documents, including without limitation, the right to require compliance with Section 6.10. Based on such inspections, Administrative Agent may, in its sole but reasonable business judgment discretion, adjust the Eligible Collateral, the Borrowing Base Values, Available Commitment, the Borrowing Base and other calculations pursuant to this Agreement. Borrower may make or cause to be made such other independent inspections as Borrower may desire for its own protection.

(c) Inspector(s). Administrative Agent may employ outside inspectors to perform some or all of the inspection duties set forth in this Section 6.17 and may also elect to have its own employees perform some or all of such inspection duties and review the reports of outside inspectors.

(d) Miscellaneous. Any inspections or determinations made by Administrative Agent or lien waivers, receipts, or other agreements, documents and instruments obtained by Administrative Agent are made or obtained solely for Administrative Agent’s own benefit and not in any way for the benefit or protection of Borrower. Administrative Agent may accept and rely on any information from an architect, any other Person providing labor, materials or services for the Qualified Properties, Borrower, or any other Person as to labor or materials furnished or incorporated in the Qualified Properties and the cost and payment therefor and as to all other matters relating to construction of the Improvements without the necessity of verifying such information. Administrative Agent will not have any obligation to Borrower to ensure compliance by contractor, engineer, or any other Person in carrying out construction of any Improvements upon the Qualified Properties.

6.18 Notice of Default. Borrower shall immediately deliver to Administrative Agent any notices of default that Borrower or any other Loan Party receives regarding a default by Borrower or any other Loan Party with respect to any Indebtedness of Borrower or any other Loan Party in excess of $1,000,000.00.

ARTICLE 7

BORROWER NEGATIVE COVENANTS

The following negative covenants shall be applicable to Borrower and (as designated) Subsidiary Guarantors until this Agreement has terminated or expired and all Obligations are paid and performed in full:

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7.1 Fundamental Changes. Neither Borrower nor any Subsidiary Guarantor shall dissolve or liquidate, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets of or Ownership Interest in any Person, except (a) Investments permitted pursuant to Section 7.8, (b) any Subsidiary Guarantor may complete such a transaction with Borrower so long as Borrower is the surviving Person or with another Subsidiary Guarantor, (c) any Subsidiary Guarantor may merge with any other Person if such merger is for the sole purpose of causing a change in the jurisdiction of organization of such Subsidiary Guarantor, the percentage share of Borrower’s ownership of the Ownership Interests of such Subsidiary is not changed and the Person merged with the applicable Subsidiary Guarantor does not have any material liabilities, obligations or other Indebtedness or any material contractual obligations of any type, and (d) any Subsidiary Guarantor may merge with any third party; provided that (i) such merger is part of one or more transactions constituting an Investment permitted in accordance with the terms and conditions of this Agreement and (ii) immediately following such merger, the surviving entity remains or becomes, as applicable, a Subsidiary Guarantor.

7.2 Change in Ownership Interest in Subsidiary Guarantors. In addition to any requirement in any other Loan Document, Borrower shall not cause or permit the assignment of any Ownership Interest in any Subsidiary Guarantor other than to a Loan Party.

7.3 Prohibition on Sales of Assets. Neither Borrower nor any Subsidiary Guarantor shall convey, sell, lease, encumber, transfer or otherwise dispose of to any Person (other than to a Tenant under a Lease approved by Administrative Agent), in one transaction or a series of transactions, all or substantially all of its business or property, including, without limitation, the Collateral, except to (a) Administrative Agent under the Loan Documents, (b) a Tenant pursuant to a Lease, (c) with respect to any Subsidiary Guarantor, another Loan Party or (d) a third party in connection with the removal of Qualified Properties and the release of the related Subsidiary Guarantors pursuant to Sections 2.19 and 4.3. However, the restrictions in this Section 7.3 do not preclude the Liens and Encumbrances created pursuant to and in accordance with this Agreement and the other Loan Documents or the leasing of improvements located upon Qualified Properties in the ordinary course of business and in compliance with the requirements of this Agreement.

7.4 Prohibition on Amendments to Organizational Documents. Unless Administrative Agent consents in writing, neither Borrower nor any Subsidiary Guarantor shall amend, modify, restate, supplement or terminate any Formation Document in any manner that could reasonably be expected to adversely affect the rights of Administrative Agent or any Lender, in any material respect, as determined by Administrative Agent in its sole but reasonable business judgment discretion. Unless Administrative Agent consents in writing, neither Borrower nor any Subsidiary Guarantor shall permit CCPT IV to amend, modify, restate, supplement or terminate any Formation Document in any manner that would adversely affect the rights of Administrative Agent or any Lender in any material respect, as determined by Administrative Agent in its sole but reasonable business judgment discretion.

7.5 Distributions. Borrower shall not declare, make or pay any dividend or distribution if after giving effect thereto an Event of Default shall have occurred and be continuing; provided, however, notwithstanding the foregoing, Borrower may make distributions in the amount necessary to maintain the tax status of CCPT IV as a real estate investment trust under Section 856 of the Code.

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7.6 Transactions with Affiliates. Other than arrangements and contracts in existence as of Effective Date and that have been disclosed to Administrative Agent in writing and any commercially reasonable advisory fee or commercially reasonable management fee payable to any Advisor, Borrower will not enter into, or cause, suffer, or permit to exist, any arrangement or contract with any of its Affiliates that is not a Loan Party, unless such transaction is on terms that are no less favorable to Borrower than those that could have been obtained in a comparable transaction on an arms’ length basis from a Person that is not an Affiliate.

7.7 Government Regulation. Neither Borrower nor any Subsidiary Guarantor shall (a) be or become subject at any time to any law, regulation, or list of any government agency (including, without limitation, the U.S. Office of Foreign Asset Control list) that prohibits or limits Lenders from making any Advance or extension of credit to Borrower or any Subsidiary Guarantor or from otherwise conducting business with Borrower or any Subsidiary Guarantor, or (b) fail to provide documentary and other evidence of Borrower’s or any Subsidiary Guarantor’s identity as may be requested by Administrative Agent at any time to enable Administrative Agent to verify Borrower’s or any Subsidiary Guarantor’s identity or to comply with any applicable law or regulation, including, without limitation, Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318.

7.8 Investments. Borrower shall not, and shall not cause or permit Guarantors or any wholly-owned Subsidiary to make any Investment, except:

(a) the Permitted Investments;

(b) advances to officers, directors and employees of Borrower and Guarantors in an aggregate amount not to exceed $1,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;

(c) Investments in any Person which is a Loan Party;

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(e) Indebtedness (including Investments related thereto) permitted pursuant to Section 7.10;

(f) Investments existing on the date hereof which Investments are set forth on Schedule 7.8 attached hereto;

(g) Investments of any Person in existence at the time such Person becomes a Subsidiary; provided such Investment was not made in connection with or anticipation of such Person becoming a Subsidiary of Borrower (and if applicable, of a Subsidiary of Borrower) or of CCPT IV;

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(h) Subsidiaries may be established or created;

(i) Investments related to income-producing real estate properties, single tenant or mixed-use real estate properties, construction in progress, unimproved land, mortgage notes receivable, collateralized mortgaged-backed securities, any other Eligible Real Estate Investments and any business activities reasonably incidental thereto and Investments in partnerships or joint ventures; provided, that such Investments shall, as applicable, be limited as follows:

(i) Investments in real estate properties that have not been developed (and is not under development) for any type of commercial, industrial, residential or other income-generating use shall not at any time exceed an amount equal to 10% of CCPT IV’s Total Asset Value;

(ii) the aggregate value of Investments in non-wholly owned general and limited partnerships, joint ventures and other Persons which are not corporations (including any such Investments in existence as of the date hereof) shall not constitute more than 15% of CCPT IV’s Total Asset Value;

(iii) Investments in real estate properties under Construction in Progress shall not at any time exceed an amount equal to 10% of CCPT IV’s Total Asset Value; and

(iv) Investments in mortgage notes receivable, mezzanine notes, collateralized mortgaged-backed securities and other Eligible Real Estate Investments shall not, in the aggregate, exceed an amount equal to 10% of CCPT IV’s Total Asset Value and, in any case, the aggregate value of Investments in collateralized mortgaged-backed securities shall not exceed 5% of CCPT IV’s Total Asset Value;

provided, that, notwithstanding anything to the contrary contained herein, the value of the Investments permitted pursuant to clauses (i)-(iv) above shall not, in any case, exceed an amount equal to 25% of CCPT IV’s Total Asset Value.

7.9 Liens and Encumbrances. Except for (a) Permitted Exceptions, (b) Liens and Encumbrances securing the Obligations, and (c) involuntary Liens and Encumbrances being contested in a manner provided in paragraph (b)(i) through (iii) of the definition of “Permitted Exceptions” or as otherwise permitted by the applicable Mortgage Instrument, Borrower shall not, and shall not cause or permit any Subsidiary Guarantor to, grant or suffer to exist any Lien or Encumbrance upon any Qualified Properties included in Eligible Collateral.

7.10 Limitations on Indebtedness. No Subsidiary Guarantor shall assume, create, incur, permit to exist or guaranty any Indebtedness or contingent obligations, except:

(a) the Obligations;

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(b) trade obligations and normal accruals in the ordinary course of business not yet due and payable (or being contested in a manner provided in paragraph (b)(i) through (iii) of the definition of “Permitted Exceptions” or as otherwise permitted in the Loan Documents);

(c) obligations (contingent or otherwise) of any Subsidiary Guarantor existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

(d) Guarantees (i) in respect of Indebtedness or other performance obligations otherwise permitted hereunder or (ii) constituting Investments permitted under Section 7.8;

(e) Indebtedness incurred in respect of indemnification claims relating to adjustments of purchase price or similar obligations in any case incurred in connection with any purchase of a Project as provided in the applicable purchase agreement;

(f) Indebtedness in respect of workers’ compensation claims, self-insurance premiums, performance, bid and surety bonds and completion guaranties, in each case, in the ordinary course of business; and

(g) Approved Subordinated Debt.

ARTICLE 8

EVENTS OF DEFAULT

8.1 Events of Default. The occurrence of any of the following shall constitute an “Event of Default” under the this Loan Agreement and the other Loan Documents:

(a) Failure to (i) pay and satisfy any and all Obligations on the Maturity Date, or (ii) pay any principal when due, including any required Remargining Payment;

(b) Failure to pay any monetary amount not set forth in Section 8.1(a) (whether interest, fees or otherwise) within five (5) Business Days after the due date thereof;

(c) Except as provided elsewhere in this Section 8.1, failure by Borrower or any Loan Party to perform any Obligation not involving the payment of money, or to comply with any other term or condition applicable to Borrower or any Loan Party under any of the Loan Documents, on or before the date that is thirty (30) days after written notice of such failure by Administrative Agent to Borrower; provided, however, if such failure cannot be cured within such cure period, such cure period shall be extended by a reasonable amount of time needed to cure such failure not to exceed 60 days after Borrower’s receipt of such notice;

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(d) Borrower’s and/or any other Loan Party’s violation of any of the provisions of Section 6.16 or Article 7;

(e) Any representation or warranty by Borrower or any Loan Party in this Agreement or in any of the other Loan Documents is, as of the date made, materially false, incorrect, or misleading;

(f) The failure of Borrower or any other Loan Party to maintain the insurance coverages required pursuant to this Agreement and the other Loan Documents.

(g) Borrower or any Loan Party (i) is unable or admits in writing its inability generally to pay its monetary obligations as they become due; (ii) makes a general assignment for the benefit of creditors; or (iii) applies for, consents to or acquiesces in, the appointment of a trustee (other than a trustee under a deed of trust), receiver, or other custodian for Borrower or any Loan Party or any material portion or all of the property of Borrower or any Loan Party, or, in the absence of such application, consent or acquiescence by Borrower or any Loan Party, a trustee, receiver or other custodian is appointed for Borrower or any Loan Party or any or all of the property of Borrower or any Loan Party and such appointment continues undischarged or unstayed for 60 days after the appointment thereof;

(h) Commencement of any case under the Bankruptcy Code or commencement of any other bankruptcy, arrangement, reorganization, receivership, custodianship or similar proceeding under any federal, state or foreign law by or against Borrower or any Loan Party; provided, however, with respect to any involuntary proceeding not initiated by Borrower or any Loan Party or any Affiliate of Borrower or any Loan Party, such commencement will not be an Event of Default so long as Borrower or any Loan Party, as applicable, is in good faith contesting such involuntary proceeding, and such proceeding is stayed or dismissed within 90 days after the commencement thereof;

(i) The dissolution or liquidation of Borrower or any Loan Party or the taking of any action by Borrower or any Loan Party toward a dissolution or liquidation;

(j) The filing of any foreclosure proceeding, giving notice of a trustee’s sale, or any other action by any Person, other than Administrative Agent, to realize upon any of the Collateral under any Lien or Encumbrance on any or all of the Collateral, regardless of whether such Lien or Encumbrance is a Permitted Exception and regardless of whether junior or senior to the applicable Mortgage Instrument; provided, however, such filing, giving of notice or other action will not be an Event of Default (i) so long as Borrower or any Loan Party, as applicable, is in good faith contesting such proceeding, sale or other action, and such proceeding, sale or other action is stayed or dismissed within 60 days after the commencement thereof or (ii) if the Collateral subject thereto is excluded from the Borrowing Base and any resulting Remargining Payment is paid by Borrower within 60 days after the commencement of such proceeding, sale or other action;

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(k) Borrower or any Loan Party, or any other Person on Borrower’s behalf or any Loan Party’s behalf, claims that this Agreement or any other Loan Document is not legal, valid, binding and enforceable against Borrower or any such Loan Party, that any lien, security interest or other encumbrance securing any of the Obligations is not legal, valid, binding or enforceable, or that the priority of any lien, security interest or other encumbrance securing any of the Obligations is different than the priority represented and warranted in the Loan Documents;

(l) The cessation, for any reason, of any Loan Document to be in full force and effect in all material respects; the failure of any lien intended to be created by the Loan Documents to exist or to be valid and perfected; the cessation of any such lien, for any reason, to have the priority contemplated by this Agreement or the other Loan Documents; or the revocation by Guarantor of the Repayment Guaranty or any other Loan Document executed by Guarantor;

(m) The occurrence of a Change of Control;

(n) Except as provided elsewhere in this Section 8.1, any default by Borrower or Guarantor under any of the other Loan Documents (after expiration of applicable notice and cure periods thereunder or hereunder);

(o) Any default or “event of default” shall occur and be continuing (after expiration of applicable notice and cure periods with respect thereto) under (i) any non-recourse Indebtedness of Borrower (which Indebtedness is limited by Section 7.10 above) in an aggregate amount greater than $50,000,000.00 or (ii) any recourse Indebtedness of Borrower (which Indebtedness is limited by Section 7.10 above) in an aggregate amount greater than the Threshold Amount;

(p) The occurrence or existence of any default, event of default or similar condition or event (however described) with respect to any Swap Agreement (after expiration of applicable notice and cure periods thereunder) and the termination value thereunder is greater than the Threshold Amount;

(q) Violation of ERISA regulations that has resulted in liability of Borrower in an aggregate amount in excess of the Threshold Amount;

(r) Any judgment or order against Borrower or any Guarantor for the payment of money in excess of the Threshold Amount (not covered by insurance, subject to customary deductibles), and such judgment or order is not vacated, stayed, satisfied, discharged or bonded pending appeal within sixty (60) days from the entry thereof; or

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(s) Any payment of any Approved Subordinate Debt in violation of the terms of the applicable Subordination Agreement.

8.2 Remedies. Upon the occurrence of any Event of Default and at any time thereafter, for so long as such Event of Default is continuing, Administrative Agent may, with the consent of the Required Lenders, and at the direction of the Required Lenders, shall, take one or more of the following actions:

(a) Termination of Commitments. Declare, on behalf of itself and the Lenders, any Commitment to make Advances or otherwise provide credit pursuant to this Agreement and the other Loan Documents suspended or terminated, whereupon any obligation to make further Advances and provide credit will immediately be suspended or terminated. Notwithstanding the foregoing, in the event of any Event of Default pursuant to Section 8.1(h), the Commitment of Lenders to make Advances and otherwise provide credit pursuant to this Agreement shall be automatically terminated without any further action or election by Administrative Agent or the Lenders.

(b) Acceleration. Declare, on behalf of itself and the Lenders, any or all of the Obligations to be immediately due and payable in full, whereupon all of the principal, interest and other Obligations will forthwith become due and payable in full without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. Notwithstanding the foregoing, in the event of any Event of Default pursuant to Section 8.1(h), the Obligations shall be immediately due and payable without any further action or election by Administrative Agent or the Lenders.

(c) Enforcement of Rights. Enforce any and all rights and remedies under this Agreement and the other Loan Documents against any or all Collateral and may pursue all rights and remedies available at law or in equity.

(d) Receivers. Without limiting any other rights and remedies to which it is entitled, Administrative Agent may, on behalf of itself and the Lenders, without notice to Borrower or any other Loan Party, or without regard to the adequacy of the Collateral for the payment of the Obligations, appoint one or more receivers of the Collateral, and Borrower and the other Loan Parties do hereby irrevocably consent to such appointment, with such receivers having all the usual powers and duties of receivers in similar cases, including the full power to maintain, sell, dispose and otherwise operate the Collateral upon such terms that may be approved by a court of competent jurisdiction.

8.3 Collateral Protection. Administrative Agent may, at any time, but will not be obligated to, make Protective Advances which will be deemed to be Advances hereunder. In addition, Administrative Agent may, on behalf of itself and the Lenders, but shall not be obligated to, take all action necessary to cure such Event of Default and expend all sums necessary therefor. All amounts so Advanced will be immediately due and payable by Borrower and will be added to the outstanding principal amount of all Advances.

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8.4 Secured by Collateral and Mortgage Instruments. All Protective Advances, all other Advances by Lenders, and all other reasonable charges, costs and expenses, including reasonable attorneys’ fees, incurred or paid by Administrative Agent in exercising any right, power or remedy conferred by this Agreement or any other Loan Document, or in the enforcement hereof, or in the protection of the Collateral, together with interest thereon at the Floating Rate, prior to the occurrence of an Event of Default, and at the Default Interest Rate thereafter, from the date advanced, paid or incurred until repaid shall be secured by the Mortgage Instruments. Any Protective Advance will only occur through Administrative Agent or at Administrative Agent’s direction and will not be funded directly to Borrower or any of its Affiliates. Notwithstanding the foregoing, each Protective Advance and the charges, costs and expenses, including reasonable attorneys’ fees, incurred or paid by Administrative Agent in exercising any right, power or remedy conferred by this Agreement or any other Loan Document or in the enforcement thereof or in the protection of the Collateral shall be charged to Borrower pursuant to Section 2.17. The amount of such Protective Advances shall be secured by the Mortgage Instruments.

8.5 Multiple Real and Personal Property Security. Borrower hereby acknowledges that Lenders are extending credit based upon both the financial statements of Borrower and Guarantors and the values of the Collateral. Accordingly, Borrower hereby agrees that, from and after any Event of Default, Administrative Agent will be allowed, to the greatest extent permitted by applicable law, including the laws of whichever jurisdiction Administrative Agent may choose as most facilitating for the exercise of the rights of Administrative Agent and Lenders (and which may be applicable), to pursue and realize upon all of the remedies available to it under any of the Loan Documents, at law, in equity, or otherwise, and simultaneously or consecutively, in the discretion of Administrative Agent, including, without limitation, commencement of one or more actions in one or more jurisdictions for repayment of all or portions of the Obligations, for the separate or simultaneous sale or foreclosure of the Collateral or portions thereof, for the obtaining of judgments and/or deficiency judgments, for the seeking of injunctive relief and receiverships, and for maximum access to and realization from the Obligations and Collateral or portions thereof in such manner as Administrative Agent may deem in the interest of Lenders, and Borrower hereby waives any requirement that any deficiency judgment proceeding be initiated or completed with respect to any other property constituting Collateral as a condition to commencing any enforcement proceeding against any party or any particular item of Collateral. Borrower hereby expressly acknowledges and agrees that various consents, waivers and agreements set forth in any of the Loan Documents, including the Mortgage Instruments, were granted in recognition of the foregoing, and that all such waivers, consents and agreements will apply to each other Loan Document as though set forth therein. In addition to any other consents, waivers and agreements set forth in any of the Loan Documents, and without limiting the foregoing, Borrower agrees that, to the maximum extent permitted by applicable law, Administrative Agent may foreclose on and/or sell all properties serving as Collateral located in the same state in any one or more counties where any of the properties in that state are located; any personal property located on real property encumbered by the Mortgage Instruments may be foreclosed upon in the manner provided for, simultaneously with, and as a part of the proceeding for, foreclosure of the real property; and Borrower hereby waives the benefits of any “one-action rule” which may be applicable to it or to any of the Collateral and waives marshaling of assets for itself and all other parties claiming by, through or under it.

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8.6 Scheduled Payments. Administrative Agent and Borrower acknowledge that notwithstanding the continuation of an Event of Default, Borrower may elect to continue to make scheduled payments. Administrative Agent’s acceptance of any such payments shall not be a waiver of any rights and remedies, and Administrative Agent, on behalf of itself and the Lenders, shall continue to be entitled to all such rights and remedies (including, without limitation, acceleration and foreclosure). Administrative Agent may apply any such scheduled payments to the Obligations in such order as Administrative Agent may determine.

ARTICLE 9

MISCELLANEOUS

9.1 Binding Effect; Assignments. The provisions of this Agreement shall be binding upon and inure to the benefit of Borrower, Administrative Agent and Lenders and their respective successors and assigns permitted hereby, except that (i) Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender, which consent may be withheld, conditioned or delayed in each such Lender’s sole and absolute discretion (and any attempted assignment or transfer by Borrower without consent shall be null and void), and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 9.1. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in Section 9.2) and, to the extent stated in this Agreement, the Affiliates of each of Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. Lenders are not a joint venturer or a partner with Borrower. Each Lender may assign its rights and obligations under this Agreement and the other Loan Documents in accordance with the following provisions:

(a) Subject to the conditions set forth in Section 9.1(b) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Amount and the Advances at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of:

(i) Borrower; provided, however, that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund, a Federal Reserve Bank or, if an Event of Default has occurred and is continuing, any other assignee; and

(ii) Administrative Agent; provided, however, that no consent of Administrative Agent shall be required for an assignment to an assignee that is a Lender with a Commitment Amount in place immediately prior to giving effect to such assignment.

(b) Assignments by Lenders shall be subject to the following additional conditions:

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(i) except in the case of an assignment to a Lender or an Affiliate of a Lender, or an assignment of the entire remaining amount of the assigning Lender’s Commitment Amount, the amount of the Commitment Amount of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000.00 unless each of Borrower and Administrative Agent otherwise consent (such consent to not be unreasonably withheld, conditioned or delayed), provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing;

(ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;

(iii) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500.00 payable to Administrative Agent by the assigning Lender;

(iv) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire in which the assignee designates one or more representatives to whom all syndicate-level information (which may contain material non-public information about Borrower, Guarantors or any other Loan Parties, and their Affiliates, or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws; and

(v) the assignee may not be an Affiliate of Borrower, Guarantors or any other Loan Party.

(c) Subject to acceptance and recording thereof pursuant to Section 9.1(e), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.11, and 9.12). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.1 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 9.2.

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(d) Administrative Agent, acting for this purpose as an agent of Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment Amount of, and principal amount of the Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrower, Administrative Agent and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior written notice.

(e) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 9.1(b)(iii) and any written consent to such assignment required by Section 9.1(a), Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided, however, that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.3(b), 2.15(d) or 9.12(b), Administrative Agent shall have no obligation to accept such Assignment and Assumption or record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 9.1.

9.2 Participations.

(a) Any Lender may, without the consent of Borrower or Administrative Agent, sell participations to one or more banks or other entities (each a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment Amount and the Advances owing to it); provided, however, that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (C) Borrower, Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, however, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.11(b) that affects such Participant. Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.7, 2.8 and 2.11 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.1. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.10 as though it were a Lender, provided such Participant agrees to be subject to Sections 2.15(c) and 12.8 as though it were a Lender.

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(b) A Participant shall not be entitled to receive any greater payment under Section 2.7 or 2.11 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Borrower’s prior written consent. A Participant that would be a Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 2.11 unless Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of Borrower, to comply with Section 2.11(e) as though it were a Lender.

(c) In no event may a Participant be an Affiliate of Borrower, Guarantors or any other Loan Party.

9.3 Pledges by Lenders. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and Sections 9.1 and 9.2 shall not apply to any such pledge or assignment of a security interest; provided, however, that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

9.4 Survival. All covenants, agreements, representations and warranties made by Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Advances, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Administrative Agent or any Lender may have had notice or knowledge of (i) any Event of Default, (ii) any Unmatured Event of Default, or (iii) an incorrect representation or warranty at the time any credit is extended hereunder, and all such covenants, agreements, representations and warranties shall continue in full force and effect as long as the principal of, or any accrued interest on, any Advances, or any fee or any other amounts payable under this Agreement are outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.7, 2.8, 2.11 and 9.12 and Article 12 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Advances, the expiration or termination the Commitments or the termination of this Agreement or any provision hereof.

9.5 Integration; Entire Agreement. This Agreement and the other Loan Documents contain the complete understanding and agreement of Borrower, Administrative Agent and the Lenders with respect to the transactions contemplated by this Agreement and supersede all prior representations, warranties, agreements, arrangements, understandings and negotiations with respect thereto.

9.6 Severability. If any provision or any part of any provision of any Loan Document is unenforceable, the enforceability of the other provisions and the remainder of the subject provision, respectively, will not be affected and they will remain in full force and effect.

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9.7 CHOICE OF LAW. THIS AGREEMENT AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED THEREIN, THE OTHER LOAN DOCUMENTS, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF ARIZONA, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS RULES OF THE STATE OF ARIZONA.

9.8 Time of Essence; Time for Performance. Time is of the essence with regard to each provision of this Agreement and the other Loan Documents as to which time is a factor. Whenever any performance under this Agreement or any other Loan Document is stated to be due on a day other than a Business Day or whenever the time for taking any action under this Agreement or any other Loan Document would fall on a day other than a Business Day, then unless otherwise specifically provided in this Agreement and the other Loan Documents the due date for such performance or the time for taking such action, as the case may be, will be extended to the next succeeding Business Day, and such extension of time will be included in the computation of interest or fees, as the case may be.

9.9 Notices and Demands.

(a) Generally. Except in the case of notices and other communications expressly permitted to be given by electronic transmission (other than facsimile transmission) subject to Section 9.9(b) below, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:

(i) if to Borrower, to COLE OPERATING PARTNERSHIP IV, LP, c/o Cole Real Estate Investments, 2325 East Camelback Road, Suite 1100, Phoenix, Arizona 85016, Attention: General Counsel, Real Estate, Facsimile No. (480) 449-7012;

(ii) if to Administrative Agent, to it at JPMorgan Chase Bank, N.A., 201 North Central Avenue, 14th Floor, AZ1-1328, Phoenix, Arizona 85004, Attention: Commercial Real Estate Loan Administration, Facsimile No. (602) 221-1116; and

(iii) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire provided to Administrative Agent and Borrower.

(b) Electronic Notices. In addition to those Sections of this Agreement that specifically allow notice by electronic transmission, Administrative Agent, the Lenders or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c) Changes in Address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

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9.10 Right of Set-Off. Borrower grants to each of the Lenders, without demand or notice to Borrower but only if an Event of Default shall have occurred and be continuing, the right to set-off and apply deposits (whether certificates of deposit, demand, general, savings, special, time or other, and whether provisional or final) held by Lenders for Borrower and any other liabilities or other obligations of Lenders to Borrower (“Borrower Deposits, Liabilities and Obligations”) against or to the Obligations of Borrower, regardless of whether Borrower Deposits, Liabilities and Obligations are contingent, matured or unmatured, and Borrower grants a security interest to Lenders in the Borrower Deposits, Liabilities and Obligations to secure the Obligations of Borrower under the Loan Documents.

9.11 Waivers; Amendments.

(a) No Deemed Waivers; Remedies Cumulative. No failure or delay by Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of Administrative Agent and the Lenders under this Agreement and the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 9.11(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of an Advance shall not be construed as a waiver of any Event of Default or Unmatured Default, regardless of whether Administrative Agent or any Lender may have had notice or knowledge of such Event of Default or Unmatured Default at the time.

(b) Waivers and Amendments. No provision of this Agreement or any other Loan Document may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Borrower and the Required Lenders (as hereinafter defined) or by Borrower and Administrative Agent with the consent of the Required Lenders; provided, however, that no such agreement shall (i) increase the Commitment Amount of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Advance or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Advance or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender affected thereby, (iv) change Section 2.15(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number

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or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender, (vi) release Guarantor from any of its obligations under the Loan Documents or release all or substantially all of the Collateral from the lien of the Loan Documents (in any case, except to the extent provided in Section 2.19 and Section 4.3), without the written consent of each Lender, or (vii) permit an assignment by Borrower of any rights or obligations under the Loan Documents, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of Administrative Agent hereunder or a Swing Line Lender hereunder, without the prior written consent of Administrative Agent, or a Swing Line Lender, as the case may be.

(c) Actions by Administrative Agent; Required Consents. Each Lender authorizes Administrative Agent to enter into the Loan Documents (other than this Agreement) on behalf of, and for the benefit of, the Lenders and to take all actions left to the discretion of Administrative Agent herein and therein on behalf of, and for the benefit of, the Lenders. Each Lender agrees that any action taken by Administrative Agent at the direction of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in this Agreement), and any action taken by Administrative Agent not requiring consent by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in this Agreement) shall be authorized by and binding upon all Lenders. Notwithstanding the foregoing provisions of this Section 9.11(c), Administrative Agent shall not have the authority to bind the Lenders with respect to any of the following matters without Administrative Agent obtaining the prior written consent of the Required Lenders:

(i) the approval of any modification of the provisions of Section 4.2 or Section 6.16;

(ii) the exercise of any rights and remedies against Borrower, Guarantors, the other Loan Parties or the Qualified Properties; provided, however, that Administrative Agent may, in its discretion but without obligation, in the absence of direction from the Required Lenders, take such interim action as it believes necessary to preserve the rights of the Lenders hereunder and in and to the Qualified Properties, including, without limitation, (i) the delivery of default notices to Borrower or any other Person, (ii) petitioning a court for injunctive relief, the appointment of a receiver or preservation of the proceeds of any collateral, (iii) the making of Advances for the payment of interest, and (iv) the exercise of the cure rights of Administrative Agent under this Agreement or the other Loan Documents; and

(iii) the expenditure of funds by Administrative Agent for which the Lenders are responsible under Section 9.12 to cure Events of Defaults in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) in the aggregate; provided, however, that expenditures to pay any of the following items shall not be subject to the foregoing limitation in amount: (i) real estate taxes, assessments, charges and levies owing with respect to the Qualified Properties, (ii) insurance premiums owing with respect to insurance coverage required by the Loan Documents, (iii) claims of lienholders with priority over the lien of the Mortgage Instruments, (iv) expenditures necessary to respond to emergency conditions with respect to the Qualified Properties, and (v) expenditures necessary to preserve the validity and priority of the lien of the Mortgage Instruments.

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9.12 Expenses; Indemnity; Damage Waiver.

(a) Expenses and Indemnity. Borrower and each Subsidiary Guarantor shall, jointly and severally, indemnify, defend and hold harmless Administrative Agent and the Lenders, and their respective Affiliates, and their respective officers, directors, employees, advisors and agents (each, an “Indemnitee”) for, from and against any and all losses, claims, damages and liabilities to which any such Indemnitee may become subject arising out of or in connection with this Agreement, the other Loan Documents, the Commitment (and the syndication thereof), the use of the proceeds thereof or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnitee is a party thereto, and to reimburse each Indemnitee upon demand for any third party expenses incurred in connection with investigating or defending any of the foregoing (including, without limitation, reasonable legal expenses); provided, however, that the foregoing indemnity obligations will not, as to any Indemnitee, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court to arise from the willful misconduct or gross negligence of such Indemnitee.

(b) Reimbursement by Lenders. To the extent that Borrower fails to pay any amount required to be paid by it to Administrative Agent under Sections 9.12(a), each Lender severally agrees to pay to Administrative Agent such Lender’s respective Commitment Amount Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against Administrative Agent in its capacity as such.

(c) Damage Waiver. To the extent permitted by applicable law, Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, including, without limitation, the other Loan Documents, the Commitment and Advances, or the use of the proceeds thereof.

(d) Payment of Amounts Due. All amounts due under this Section shall be payable immediately after written demand therefor.

9.13 Rescission or Return of Payments. If at any time or from time to time, whether before or after payment and performance of the Obligations in full, all or any part of any amount received by Lenders in payment of, or on account of, any Obligation is or must be, or is claimed to be, avoided, rescinded or returned by Lenders to Borrower or any other Person for any reason whatsoever (including, without limitation, bankruptcy, insolvency or reorganization of Borrower or any other Person), such Obligations and any liens, security interests and other encumbrances that secured such Obligations at the time such avoided, rescinded or returned payment was received by Lender will be deemed to have continued in existence or will be reinstated, as the case may be, all as though such payment had not been received.

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9.14 Headings; References. The headings at the beginning of each section of the Loan Documents are solely for convenience and are not part of the Loan Documents. Unless otherwise noted, references in this Agreement to “Sections,” “Articles,” “Exhibits,” and “Schedules” refer to the Sections and Articles in this Agreement and the Exhibits and Schedules attached to this Agreement.

9.15 Number and Gender. In the Loan Documents the singular will include the plural and vice versa and each gender will include the other genders.

9.16 No Brokers. Except as disclosed to Administrative Agent in writing prior to the Effective Date of this Agreement, Borrower represents and warrants that it knows of no broker’s or finder’s fee due in respect of the transaction described in this Agreement and that it has not used the services of a broker or a finder in connection with this transaction. Borrower releases and shall indemnify, defend and hold harmless Administrative Agent and the Lenders for, from and against any claims, liabilities, costs, damages and expenses (including attorneys’ fees) based on Borrower’s failure or alleged failure to pay any realtors, brokers, finders or agents claiming by, through or on behalf of Borrower with respect to the Commitment, this Agreement or any of the other Loan Documents.

9.17 Counterpart Execution. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same document. Signature pages may be detached from the counterparts and attached to a single copy of this Agreement to physically form one document. Facsimile signature pages will be acceptable, provided originally signed signature pages are provided to each of the other parties by overnight courier.

9.18 Duty to Act in Good Faith. Each of the parties to this Agreement agrees to act in good faith with respect to all of its rights, privileges, duties and obligations under this Agreement.

9.19 USA PATRIOT ACT. Administrative Agent and the Lenders hereby notify Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), they are required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow Administrative Agent and the Lenders to identify Borrower in accordance with the Act. Borrower certifies to Administrative Agent and the Lenders that (i) it is not acting directly or indirectly for or on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department, through its office of Foreign Assets Control (“OFAC”) or otherwise, as a terrorist, “Specially Designated

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Nation,” “Blocked Person,” or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule or regulation that is enforced or administered by OFAC or another department of the United States government, and (ii) Borrower is not engaged in this transaction (directly or indirectly) on behalf of, or instigating or facilitating this transaction (directly or indirectly) on behalf of, any such person, group, entity or nation. Borrower shall indemnify, defend, and hold harmless Administrative Agent and the Lenders for, from and against any claims, damages, losses, risks, liabilities and expenses (including reasonable attorneys’ fees and costs) arising from or related to any breach of the foregoing certification.

9.20 Confidentiality.

Each of Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to their and their Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to the Obligations or the enforcement of rights under the Loan Documents or any Swap Agreement, (f) subject to an agreement containing provisions substantially the same as those of this Section 9.20, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, or (ii) any actual or prospective counterparty (or its advisors) to any Swap Agreement relating to Borrower and its obligations, (g) with the consent of Borrower, (h) to holders of Ownership Interest in Borrower, or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 9.20 or (ii) becomes available to Administrative Agent or any Lender on a nonconfidential basis from a source other than Borrower. For the purposes of this Section 9.20, “Information” means all information received from Borrower relating to Borrower or its business, other than any such information that is available to Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by Borrower. Any Person required to maintain the confidentiality of Information as provided in this Section 9.20 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

EACH LENDER ACKNOWLEDGES THAT INFORMATION (AS DEFINED IN THIS SECTION 9.20) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL, NON-PUBLIC INFORMATION CONCERNING BORROWER, GUARANTORS AND THE OTHER LOAN PARTIES, AND THEIR AFFILIATES, OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL, NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL, NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

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ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY BORROWER OR ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL, NON-PUBLIC INFORMATION ABOUT BORROWER, GUARANTORS AND THE OTHER LOAN PARTIES, AND THEIR AFFILIATES, OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO BORROWER AND ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A REPRESENTATIVE WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL, NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

9.21 Replacement Documentation. Upon receipt of an affidavit, reasonably acceptable to Borrower, of an officer of Administrative Agent or any of the Lenders as to the loss, theft, destruction or mutilation of a Notes or any other Loan Document which is not of public record, Borrower will issue, in lieu thereof, a replacement Notes or other Loan Document in the same principal amount thereof and otherwise of like tenor. In the event that Borrower issues such replacement Notes or other Loan Document, the Lender who is the payee on the lost, destroyed, mutilated or stolen Notes or Loan Document shall indemnify and hold harmless Borrower from any liability incurred by Borrower in connection with the lost, stolen, destroyed or mutilated Notes or Loan Document.

9.22 Swap Agreements. All Swap Agreements, if any, between Borrower and any Lender or Affiliate of any Lender are independent agreements governed by the written provisions of said Swap Agreements, which will remain in full force and effect, unaffected by any repayment, prepayment, acceleration, reduction, increase or change in the terms of the Loan Documents, except as otherwise expressly provided in said written Swap Agreements, and any payoff statement from Administrative Agent relating to the Obligations shall not apply to said Swap Agreements.

9.23 Collateral and Release Matters. The Lenders and each Issuing Lender irrevocably authorize the Administrative Agent to release any Lien on any of the Collateral (i) upon termination of the Aggregate Commitment and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Lender shall have been made), (ii) any Project and any Subsidiary Guarantor from the Loan Documents to which it is a party to the extent provided in Section 2.19, or (iii) subject to Section 9.11, if approved, authorized or ratified in writing by the Lenders required to approve on such release.

ARTICLE 10

POWER OF ATTORNEY

10.1 Power of Attorney Granted. Borrower and the other Loan Parties hereby irrevocably appoint Administrative Agent as their true and lawful attorney, with full power of substitution for and on behalf of them and in their name, after the occurrence and during the

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continuation of an Event of Default, to take any action to preserve, maintain, protect or enforce the rights and interests of Borrower or the other Loan Parties with respect to the Collateral, including, without limitation, to (a) enforce, cure any default or otherwise act with respect to any agreements pertaining to or affecting any of the Collateral; (b) take all such action and to execute all such documents as Administrative Agent reasonably deems necessary to operate or preserve or protect the Collateral; and (c) sue for, demand or collect any sums owing to Borrower or any of the other Loan Parties under escrows or other agreements affecting the Collateral. The power so vested in Administrative Agent is one coupled with an interest and will be irrevocable, except by written instrument executed jointly by Borrower (or the applicable Loan Party) and Administrative Agent. Notwithstanding the foregoing, Administrative Agent is under no obligation to exercise any of the foregoing rights or take any action necessary to preserve any right in any Collateral against any other Person, and Administrative Agent, to the extent permitted herein or by applicable law, may exercise any of the foregoing rights without incurring any responsibility or liability to Borrower, the Loan Parties or any other Person and without in any way affecting this Agreement or the other Loan Documents or any other obligations of Borrower and the other Loan Parties to Administrative Agent and the Lenders. Borrower will reimburse Administrative Agent within fifteen (15) days following written demand for any reasonable third party costs and expenses, including, without limitation, reasonable attorneys’ fees and collection costs, that Administrative Agent may incur while acting as the attorney-in-fact of Borrower or the other Loan Parties as provided hereunder.

ARTICLE 11

JURY WAIVER

11.1 JURY WAIVER. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.1.

ARTICLE 12

ADMINISTRATIVE AGENT

12.1 Appointment. Each of the Lenders hereby irrevocably appoints Administrative Agent as its agent and authorizes Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto.

12.2 Capacity as Lender. The bank serving as Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Borrower, Guarantors or any other Loan Party, or any Affiliates thereof, as if it were not Administrative Agent hereunder.

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12.3 Duties and Obligations. Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default or Unmatured Default has occurred and is continuing, (b) Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in this Agreement), and (c) except as expressly set forth herein, Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower, Guarantors or any other Loan Party, or any of their subsidiaries or Affiliates, that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in this Agreement) or in the absence of its own gross negligence or willful misconduct. Administrative Agent shall deliver written notice to the other Lenders of any Event of Default that Administrative Agent has knowledge of; provided, however, Administrative Agent shall be deemed not to have knowledge of any Event of Default or Unmatured Default unless and until written notice thereof is given to Administrative Agent by Borrower or a Lender, and Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in this Agreement, other than to confirm receipt of items expressly required to be delivered to Administrative Agent, (vi) the value, sufficiency, creation, perfection or priority of any lien on the Qualified Properties or the Collateral, or (vii) the financial condition of Borrower or Guarantors or any other Loan Party.

12.4 Reliance. Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Administrative Agent may consult with legal counsel (who may be counsel for Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

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12.5 Sub-Agents. Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by Administrative Agent. Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Affiliates. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Affiliates of Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

12.6 Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 12.6, Administrative Agent may resign at any time, or shall resign at the written request of the Required Lenders as a result of Administrative Agent’s gross negligence or willful misconduct in performing its duties under this Agreement, by notifying the Lenders and Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with Borrower, to appoint a successor Administrative Agent. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be an Approved Fund, or an Affiliate of any such Approved Fund. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After Administrative Agent’s resignation hereunder, the provisions of this Article 12 and Section 9.12 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

12.7 Independent Credit Analysis. Each Lender acknowledges that it has, independently and without reliance upon Administrative Agent or any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon Administrative Agent or any Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any of the other Loan Documents or any related agreement or document furnished hereunder or thereunder.

12.8 Lender Actions Against Collateral. Each Lender agrees that it will not take any action, nor institute any actions or proceedings, with respect to the Obligations, against Borrower, Guarantors, or any other Loan Party or against any of the Qualified Properties or other Collateral (including, without limitation, set-off rights) without the consent of the Required Lenders. With respect to any action by Administrative Agent to enforce the rights and remedies of Administrative Agent and the Lenders under this Agreement and the other Loan Documents, each Lender hereby consents to the jurisdiction of the court in which such action is maintained, and agrees to deliver its Notes to Administrative Agent to the extent necessary to enforce the rights and remedies of Administrative Agent for the benefit of the Lenders under the applicable Mortgage Instrument in accordance with the provisions hereof. Each Lender agrees to indemnify each of the other Lenders for any loss or damage suffered or cost incurred by such other Lender (including without limitation, attorneys’ fees and expenses and other costs of defense) as a result of the breach of this Section 12.8 by such Lender.

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12.9 Lender Reply Period. All communications from Administrative Agent to Lenders requesting Lenders’ determination, consent or approval (i) shall be given in the form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter as to which such determination, consent or approval is requested, (iii) shall include a legend substantially as follows, printed in capital letters or boldface type:

“THIS COMMUNICATION REQUIRES IMMEDIATE RESPONSE. FAILURE TO RESPOND WITHIN TEN (10) BUSINESS DAYS AFTER THE DELIVERY OF THIS COMMUNICATION SHALL CONSTITUTE A DEEMED APPROVAL BY THE ADDRESSEE OF THE MATTER DESCRIBED ABOVE.”

and (iv) shall include Administrative Agent’s recommended course of action or determination in respect thereof. Each Lender shall reply promptly to any such request, but in any event within ten (10 business days after the delivery of such request by Administrative Agent (the “Lender Reply Period”). Unless a Lender shall give written notice to Administrative Agent that it objects to the recommendation or determination of Administrative Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination. With respect to decisions requiring the approval of the Required Lenders or all Lenders, Administrative Agent shall timely submit any required written notices to all Lenders and upon receiving the required approval or consent shall follow the course of action or determination recommended by Administrative Agent or such other course of action recommended by the Required Lenders or all of the Lenders, as the case may be, and each non-responding Lender shall be deemed to have concurred with such recommended course of action.

12.10 Foreclosure. In the event that all or any of the Qualified Properties are acquired by Administrative Agent as the result of a foreclosure or acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations (each a “Foreclosure Property”), title to any such Foreclosure Property or any portion thereof shall be held in the name of Administrative Agent or a nominee or subsidiary of Administrative Agent, as agent, for the benefit of the Lenders, or in an entity co-owned by the Lenders as determined by Administrative Agent. Administrative Agent shall prepare a recommended course of action for such Foreclosure Property (the “Post-Foreclosure Plan”) and submit it to the Lenders for approval by the Required Lenders. In the event that Administrative Agent does not obtain the approval of the Required Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to Administrative Agent, and Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Required Lenders. In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Foreclosure Property acquired and administer all transactions relating thereto, including, without limitation, employing a management agent,

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leasing agent and other agents, contractors and employees, including agents for the sale of such Foreclosure Property, and the collecting of rents and other sums from such Foreclosure Property and paying the expenses of such Foreclosure Property. Upon demand therefor from time to time, each Lender will contribute its ratable share (based on their respective Commitment Amount Percentage) of all reasonable costs and expenses incurred by Administrative Agent pursuant to the Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of the Foreclosure Property. In addition, Administrative Agent shall render or cause to be rendered by the managing agent, to each of the Lenders, monthly, an income and expense statement for such Foreclosure Property, and each of the Lenders shall promptly contribute its ratable share (based on their respective Commitment Amount Percentage) of any operating loss for the Foreclosure Property, and such other expenses and operating reserves as Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the Post-Foreclosure Plan. To the extent there is net operating income from such Foreclosure Property, Administrative Agent shall, in accordance with the Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be made to the Lenders in proportion to their respective Commitments immediately prior to the termination thereof. The Lenders acknowledge that if title to any Foreclosure Property is obtained by Administrative Agent or its nominee, or an entity co-owned by the Lenders, such Foreclosure Property will not be held as a permanent investment but will be disposed of as soon as practicable and within a time period consistent with the regulations applicable to national banks for owning real estate. Administrative Agent shall undertake to sell such Foreclosure Property at such price and upon such terms and conditions as the Required Lenders shall reasonably determine to be most advantageous. Any purchase money mortgage or deed of trust taken in connection with the disposition of such Foreclosure Property in accordance with the immediately preceding sentence shall name Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money mortgage defining the rights of the Lenders in the same, which agreement shall be in all material respects similar to the rights of the Lenders with respect to the Foreclosure Property. Lenders agree not to unreasonably withhold or delay their approval of a Post-Foreclosure Plan or any third party offer to purchase the Foreclosure Property. An offer to purchase the Foreclosure Property at a gross purchase price of 95% of the fair market value of the property as set forth in a current Appraisal, shall be deemed to be a reasonable offer.

12.11 Defaulting Lender. Notwithstanding any provision of this Agreement to the contrary, if a Lender becomes a Defaulting Lender, the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) Suspension of Voting Rights. A Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Commitment, this Agreement or the other Loan Documents (including any consent to any amendment or waiver pursuant to Section 9.11) shall be suspended for so long as such Lender remains a Defaulting Lender; provided, however, that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender (provided the Defaulting Lender is so affected) pursuant to Section 9.11 shall continue to require the consent of the Defaulting Lender.

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(b) Turn Over of Payments. All amounts payable hereunder to the Defaulting Lender in respect of the Obligations (whether on account of principal, interest, fees or otherwise, including, without limitation, interest payments from interest reserve allocations to the Defaulting Lender and any amounts that would otherwise be payable to the Defaulting Lender pursuant to Section 2.15, but excluding Section 2.18(b)), shall be paid to Administrative Agent, retained in a segregate account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by Administrative Agent as follows: (i) first, to the payment of any amounts owing by the Defaulting Lender to Administrative Agent hereunder, (ii) second, to the funding of any Advance in respect of which the Defaulting Lender has failed to fund its portion as required by this Agreement, as determined by Administrative Agent, (iii) third, to the payment of any amounts owing by the Defaulting Lender to the non-Defaulting Lenders hereunder, including without limitation for any Special Advance under paragraph (c) of this Section 12.11, (iv) fourth, if so determined by Administrative Agent, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, and (v) fifth, to the Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is (x) a prepayment of the principal amount of any Advances, and (y) made at a time when the conditions set forth in Section 4.1 are satisfied, such payment shall be applied solely to repay the Advances of all non-Defaulting Lenders pro rata prior to being applied to the prepayment of any Advances owed to the Defaulting Lender.

(c) Special Advances. If a Defaulting Lender fails to fund its portion of any Advance, in whole or part, within three (3) Business Days after the date required hereunder and Administrative Agent shall not have funded the Defaulting Lender’s portion of the Advance under Section 2.3(b), Administrative Agent shall so notify the Lenders, and within three (3) Business Days after delivery of such notice, the non-Defaulting Lenders shall have the right, but not the obligation, in their respective, sole and absolute discretion, to fund all or a portion of such deficiency (the amount so funded by any such non-Defaulting Lenders being referred to herein as a “Special Advance”) to Borrower. In such event, the Defaulting Lender and Borrower severally agree to pay to Administrative Agent for payment to the non-Defaulting Lenders making the Special Advance, forthwith on demand such amount with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (i) in the case of the Defaulting Lender, the greater of the Federal Funds Effective Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation, or (ii) in the case of Borrower, the Interest Rate for the Borrowing pursuant to which such Special Advance is a made.

(d) Option to Purchase Future Commitment. The non-Defaulting Lenders shall have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration (pro rata, based on the respective Commitment Amount Percentage of those Lenders electing to exercise such right), Defaulting Lender’s Commitment to fund future Advances (the “Future Commitment”). Upon any such purchase of the Defaulting Lender’s Future Commitment, the Defaulting Lender’s share in future Advances and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest.

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(e) Replacement of Defaulting Lender.

(i) By Required Lenders. The Required Lenders may, upon notice to the Defaulting Lender, Borrower and Administrative Agent, require the Defaulting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.1) all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Defaulting Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts); and (ii) Administrative Agent shall have received payment of any amounts owing by such Defaulting Lender to Administrative Agent or the Lenders under this Agreement. The Defaulting Lender shall not be required to make any such assignment and delegation if, prior thereto, such Lender shall cease to be a Defaulting Lender.

(ii) By Borrower. If the Lender has become a Defaulting Lender due to a failure to fund its Advances hereunder, Borrower may at its option replace such Defaulting Lender under Section 2.18(b).

(f) Indemnification. Each Defaulting Lender shall indemnify, defend and hold harmless Administrative Agent, each non-Defaulting Lender and Borrower for, from and against any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatever which may be imposed on, incurred by or asserted against Administrative Agent, any non-Defaulting Lender or Borrower with respect to the Loan Documents in any way relating to or arising out of such Lender’s status as a Defaulting Lender. The obligations of the Defaulting Lender under this clause (f) shall survive the payment of the Obligations, the termination of this Agreement and the Defaulting Lender’s reversion to a non-Defaulting Lender under paragraph (g) of this Section 12.11.

(g) Ceasing to be a Defaulting Lender. A Lender shall cease to be Defaulting Lender only upon (i) the payment of all amounts due and payable by Defaulting Lender to Administrative Agent or any Lender under this Agreement; (ii) the payment of any damages suffered by Borrower as a result of such Defaulting Lender’s default hereunder (including, without limitation, interest at the Prime Rate plus 3% on any portion of draw requests funded by Borrower with equity); (iii) the confirmation by the Defaulting Lender to Administrative Agent and Borrower in writing that the Defaulting Lender will comply with all of its funding obligations under this Agreement; and (iv) the circumstances described in clause (e) of the definition of “Defaulting Lender” do not exist. An assignment by a Defaulting Lender of its rights and obligations under this Agreement shall not in and of itself cause the Defaulting Lender to cease to be a Defaulting Lender.

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12.12 Borrower’s Rights. The provisions of this Article 12 that do not explicitly affect the rights or obligations of Borrower are solely for the benefit of Administrative Agent and the Lenders, and Borrower shall not have any rights to rely on, enforce or consent to any waiver, modification or amendment of, any of such provisions; provided, however, that Borrower (a) shall have the right to consent to any waiver, modification or amendment of any provision of the above referenced subparagraphs of Article 12 that affect the rights or obligations of Borrower or any other Loan Party, (b) acknowledges and agrees to the limitations set forth in Section 9.11(c) on Administrative Agent’s ability to act unilaterally with respect to this Agreement and the other Loan Documents, and (c) agrees that Administrative Agent’s inability to deliver any consent to, or approval of, an action requested by Borrower due lack of appropriate Lender consent in accordance with the provisions of Section 9.11(c) shall not constitute an unreasonable withholding or delay by Administrative Agent in the giving of such consent or approval. Notwithstanding the foregoing, Borrower shall be entitled to rely on consents and approvals executed by Administrative Agent without investigation as to the existence of proper Lender authorization.

[SIGNATURE PAGES FOLLOW]

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TABLE OF CONTENTS

Page

IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written.

ADMINISTRATIVE AGENT:	JPMORGAN CHASE BANK, N.A., a national banking association
	By:	/s/ Ryan M. Dempsey
	Name:	Ryan M. Dempsey
	Title:	Authorized Officer
BORROWER:	COLE OPERATING PARTNERSHIP IV, LP, a Delaware limited partnership
	BY:	COLE CREDIT PROPERTY TRUST IV, INC., a Maryland corporation, General Partner
		By:	/s/ D. Kirk McAllaster, Jr.
		Name:	D. Kirk McAllaster, Jr.
		Title:	Chief Financial Officer

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TABLE OF CONTENTS

(continued)

Page

LENDERS:	JPMORGAN CHASE BANK, N.A., a national banking association
	By:	/s/ Ryan M. Dempsey
	Name	Ryan M. Dempsey
	Title:	Authorized Officer

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EX-10.8

Exhibit 10.8

SUBORDINATE PROMISSORY NOTE

U.S. $10,000,000.00 April 13, 2012

FOR VALUE RECEIVED, Cole Credit Property Trust IV, Inc., a Maryland corporation (“Borrower”), hereby promises to pay to the order of Series C, LLC, an Arizona limited liability company (“Lender”), at the office of Lender located at 2325 East Camelback Road, Suite 1100, Phoenix, AZ 85016, the principal amount of $10,000,000.00, together with interest on the principal balance outstanding hereunder, from (and including) the date of disbursement until (but not including) the date of payment, at a per annum rate equal to the Stated Interest Rate specified below or, to the extent applicable, the Default Interest Rate specified below, in accordance with the following terms and conditions:

1. Revolving Line of Credit. The principal balance of this Note represents a revolving line of credit all or any part of which may be advanced to Borrower, repaid by Borrower, and re-advanced to Borrower from time to time, subject to the other terms hereof, and provided that the principal balance outstanding at any one time shall not exceed the face amount hereof.

2. Contracted For Rate of Interest The contracted for rate of interest of the indebtedness evidenced hereby, without limitation, shall consist of the following:

(a) The Stated Interest Rate (as hereinafter defined), as from time to time in effect, calculated daily on the basis of actual days elapsed over a 360-day year, applied to the principal balance from time to time outstanding hereunder;

(b) The Default Interest Rate (as hereinafter defined), as from time to time in effect, calculated daily on the basis of actual days elapsed over a 360-day year, applied to the principal balance from time to time outstanding hereunder; and

(c) All Additional Sums (as hereinafter defined), if any.

Borrower agrees to pay an effective contracted for rate of interest which is the sum of the Stated Interest Rate referred to in Subsection 2(a) above, plus any additional rate of interest resulting from the application of the Default Interest Rate referred to in Subsection 2(b) above, and the Additional Sums, if any, referred to in Subsection 2(c) above.

3. Stated Interest Rate. Except as provided in Section 4 below, interest shall accrue on the principal balance outstanding hereunder during each Interest Period (as hereinafter defined) at the Stated Interest Rate. The Stated Interest Rate shall be a rate per annum equal to 4.5%. “Interest Period” means each period commencing on the first day of the calendar month and ending on the first day of the next succeeding calendar month; provided (i) the first Interest Period shall commence on the date hereof and end on the first day of the next succeeding calendar month and (ii) any Interest Period that would otherwise extend past the maturity date of this Note shall end on the maturity date of this Note.

4. Default Interest Rate. The Default Interest Rate shall be the Stated Interest Rate plus 4.0% per annum. The principal balance outstanding hereunder from time to time shall bear interest at the Default Interest Rate from the date of the occurrence of an Event of Default (as hereinafter defined) hereunder until the earlier of: (a) the date on which the principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, are paid in full; or (b) the date on which such Event of Default is timely cured in a manner satisfactory to Lender, (i) if Borrower is specifically granted a right to cure such Event of Default herein or (ii) if no such right to cure is specifically granted, then Lender, in its sole and absolute discretion, permits such Event of Default to be cured.

5. Payments. Accrued interest under this Note shall be due and payable in arrears on the last day of each Interest Period. The principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, if not sooner paid as provided herein, shall be due and payable on April 12, 2013.

6. Application and Place of Payments. Payments received by Lender with respect to the indebtedness evidenced hereby shall be applied in such order and manner as Lender in its sole and absolute discretion may elect. Unless otherwise elected by Lender, all such payments shall first be applied to accrued and unpaid interest at the Stated Interest Rate and, to the extent applicable, the Default Interest Rate, next to the principal balance then outstanding hereunder, and the remainder to any Additional Sums or other costs or added charges provided for herein. Payments hereunder shall be made at the address for Lender first set forth above, or at such other address as Lender may specify to Borrower in writing.

7. Prepayments. Payments of principal hereof may be made at any time, or from time to time, in whole or in part, without penalty, provided that all previously matured interest and other charges accrued to the date of prepayment are also paid in full. Notwithstanding any partial prepayment of principal hereof, there will be no change in the due date or amount of scheduled payments due hereunder unless Lender, in its sole and absolute discretion, agrees in writing to such change.

8. Subordinate Loan. Notwithstanding anything to the contrary contained herein, this Note is subject and subordinate to the Credit Facility and all of Borrower’s obligations in connection therewith. The term “Credit Facility” shall mean that certain revolving credit facility in an amount not to exceed $250,000,000 pursuant to that certain Borrowing Base Revolving Line of Credit Agreement dated as of April 13, 2012 by and among Cole Operating Partnership IV, LP, as borrower, the lenders from time to time that are parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and the other loan documents executed or delivered in connection therewith, including a repayment guaranty from Borrower with respect thereto (each as amended, supplemented or replaced). As long as the Credit Facility, or any portion thereof, remains outstanding, Borrower shall not, and shall not be obligated to, make any payments under or with respect to this Note unless all amounts then due and owing under the Credit Facility, including, without limitation, monthly debt service payments and deposits to reserve accounts, if any, have been paid.

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9. Events of Default; Acceleration. The occurrence of any one or more of the following events shall constitute an “Event of Default” hereunder, and upon such Event of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lender, shall become immediately due and payable, without any notice to Borrower:

(a) The failure of Borrower to pay any principal, interest or other amounts when the same shall become due and payable hereunder, and such failure is not cured within five (5) business days after notice from Lender;

(b) The failure of Borrower to comply with any other provision of this Note, and such failure is not cured within five (5) business days after notice from Lender;

(c) The dissolution, winding-up or termination of the existence of Borrower;

(d) The making by Borrower of an assignment for the benefit of its creditors; or

(e) The filing by Borrower of a petition or application for relief under federal bankruptcy law or any similar state or federal law.

10. Additional Sums. All fees, charges, goods, things in action or any other sums or things of value, other than the interest resulting from the Stated Interest Rate and the Default Interest Rate, as applicable, paid or payable by Borrower (collectively, the “Additional Sums”), whether pursuant to this Note or otherwise with respect to this lending transaction, that, under the laws of the State of Arizona, may be deemed to be interest with respect to this lending transaction, for the purpose of any laws of the State of Arizona that may limit the maximum amount of interest to be charged with respect to this lending transaction, shall be payable by Borrower as, and shall be deemed to be, additional interest, and for such purposes only, the agreed upon and “contracted for rate of interest” of this lending transaction shall be deemed to be increased by the rate of interest resulting from the Additional Sums. Borrower understands and believes that this lending transaction complies with the usury laws of the State of Arizona; however, if any interest or other charges in connection with this lending transaction are ever determined to exceed the maximum amount permitted by law, then Borrower agrees that: (a) the amount of interest or charges payable pursuant to this lending transaction shall be reduced to the maximum amount permitted by law; and (b) any excess amount previously collected from Borrower in connection with this lending transaction that exceeded the maximum amount permitted by law, will be credited against the principal balance then outstanding hereunder. If the outstanding principal balance hereunder has been paid in full, the excess amount paid will be refunded to Borrower.

11. Waivers. Except as set forth in this Note, to the extent permitted by applicable law, Borrower, and each person who is or may become liable hereunder, severally waive and agree not to assert: (a) any exemption rights; (b) demand, diligence, grace, presentment for payment, protest, notice of nonpayment, nonperformance, extension, dishonor, maturity, protest and default; and (c) recourse to guaranty or suretyship defenses (including, without limitation, the right to require the Lender to bring an action on this Note). Lender may extend the time for payment of or renew this Note, release collateral as security for the indebtedness evidenced hereby or release any party from liability hereunder, and any such extension, renewal, release or other indulgence shall not alter or diminish the liability of Borrower or any other person or entity who is or may become liable on this Note except to the extent expressly set forth in a writing evidencing or constituting such extension, renewal, release or other indulgence.

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12. Costs of Collection. Borrower agrees to pay all reasonable costs of collection, including, without limitation, attorneys’ fees, whether or not suit is filed, and all costs of suit and preparation for suit (whether at trial or appellate level), in the event any payment of principal, interest or other amount is not paid when due. In the event of any court proceeding, attorneys’ fees shall be set by the court and not by the jury and shall be included in any judgment obtained by Lender.

13. No Waiver by Lender. No delay or failure of Lender in exercising any right hereunder shall affect such right, nor shall any single or partial exercise of any right preclude further exercise thereof.

14. Governing Law. This Note shall be construed in accordance with and governed by the laws of the State of Arizona, without regard to the choice of law rules of the State of Arizona.

15. Time of Essence. Time is of the essence of this Note and each and every provision hereof.

16. Amendments. No amendment, modification, change, waiver, release or discharge hereof and hereunder shall be effective unless evidenced by an instrument in writing and signed by the party against whom enforcement is sought.

17. Severability. If any provision hereof is invalid or unenforceable, the other provisions hereof shall remain in full force and effect and shall be liberally construed in favor of Lender in order to effectuate the other provisions hereof.

18. Binding Nature. The provisions of this Note shall be binding upon Borrower and the heirs, personal representatives, successors and assigns of Borrower, and shall inure to the benefit of Lender and any subsequent holder of all or any portion of this Note, and their respective successors and assigns. Lender may from time to time transfer all or any part of its interest in this Note without notice to Borrower.

19. Notice. Any notice or other communication with respect to this Note shall: (a) be in writing; (b) be effective on the day of hand-delivery thereof to the party to whom directed, one day following the day of deposit thereof with delivery charges prepaid, with a national overnight delivery service, or two days following the day of deposit thereof with postage prepaid, with the United States Postal Service, by regular first class, certified or registered mail; (c) if directed to Lender, be addressed to Lender at the office of Lender set forth above, or to such other address as Lender shall have specified to Borrower by like notice; and (d) if directed to Borrower, be addressed to Borrower at the address for Borrower set forth below Borrower’s name, or to such other address as Borrower shall have specified by like notice.

20. Section Headings. The section headings set forth in this Note are for convenience only and shall not have substantive meaning hereunder or be deemed part of this Note.

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21. Construction. This Note shall be construed as a whole, in accordance with its fair meaning, and without regard to or taking into account any presumption or other rule of law requiring construction against the party preparing this Note.

IN WITNESS WHEREOF, Borrower has executed this Note as of the date first set forth above.

COLE CREDIT PROPERTY TRUST IV, INC., a Maryland corporation
By:	/s/ D. Kirk McAllaster, Jr.
Name:	D. Kirk McAllaster, Jr.
Title:	Chief Financial Officer
Address of Borrower:
2325 E. Camelback Road, Suite 1100 Phoenix, AZ 85016

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EX-10.9

Exhibit 10.9

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) made as of this 2nd day of February, 2012 between Series C, LLC, an Arizona limited liability company, having an address c/o Cole Real Estate Investments, 2555 E. Camelback Road, Suite 400, Phoenix, Arizona 85016 (“Purchaser”) and VNO TRU Hilltop Drive LP, a Delaware limited partnership and VNO TRU Olive Avenue LP, a Delaware limited partnership and VNO TRU Dale Mabry, LLC, a Delaware limited liability company, each having an office at 210 Route 4 East, Paramus, New Jersey 07652 (individually, a “Seller” and collectively, the “Sellers”).

Preliminary Statement

A. VNO TRU Hilltop Drive LP is the owner of certain real property, consisting of approximately 4.15 acres of land, together with the improvements thereon, including, without limitation, that certain building consisting of approximately 45,947 square feet, located at 1336 Hilltop Drive, in the City of Redding, County of Shasta, State of California, which real property is more particularly described on Exhibit A-1 attached hereto and hereby made a part hereof (the “Redding Property”).

B. VNO TRU Olive Avenue LP is the owner of certain real property, consisting of approximately 3.5 acres of land, together with the improvements thereon, including, without limitation, that certain building consisting of approximately 31,117 square feet, located at 1196 W. Olive Avenue, in the City of Merced, County of Merced, State of California, more particularly described on Exhibit A-2 attached hereto and hereby made a part hereof (the “Merced Property”).

C. VNO TRU Dale Mabry LLC is the owner of certain real property, consisting of approximately 5.28 acres of land, together with the improvements thereon, including, without limitation, that certain building consisting of approximately 44,925 square feet, located at 1702 N. Dale Mabry, in the City of Tampa, County of Hillsborough, State of Florida, more particularly described on Exhibit A-3 attached hereto and hereby made a part hereof (the “Tampa Property”).

D. Purchaser desires to purchase the Redding Property, the Merced Property and the Tampa Property (individually, a “Property” and collectively, the “Properties”), and Sellers desire to sell the Properties to Purchaser, including all land, improvements and development rights pertaining thereto, for the price and on the terms and conditions herein set forth. As used herein, the term “Property” shall also include: (i) all machinery, furniture, fixtures, equipment and items of personal property of the respective Seller attached or appurtenant to, located on or used in the ownership, use, operation or maintenance of the corresponding Property or the improvements thereon, to the extent such items remain on the real property after the Date of Closing (as hereinafter defined) and subject to the rights of Lessee (as hereinafter defined) under the Lease (as hereinafter defined) for such Property; (ii) all easements, licenses, rights and appurtenances relating to such Property; and (iii) any assignable warranties, guaranties, licenses or permits relating to such Property and/or the improvements thereon, if any.

NOW THEREFORE, Sellers and Purchaser hereby covenant and agree as follows:

ARTICLE 1. DEFINITIONS.

1.1 For purposes of this Agreement, unless the context shall otherwise indicate, the terms set forth below shall be defined as follows:

(a) “Closing”—shall mean the time at which the Title Company is in possession of all funds, instruments and documents necessary for the conveyance of title to the Properties to Purchaser and for the Title Company to record the “Deeds” (as hereinafter defined) and deliver the “Purchase Price” (as hereinafter defined) to Sellers.

(b) “Date of Closing”—shall mean the date provided in Article 8 or such other date as the parties may mutually designate for Closing.

(c) “Permitted Encumbrances”—shall mean all exceptions contained in the “Title Reports” (as hereinafter defined) and all matters shown on the Surveys (as hereinafter defined), in each case, only to the extent Purchaser does not timely object in accordance with Section 5.2(a) or to which Purchaser does timely object but thereafter waives such objection(s) in accordance with Section 5.2(b).

ARTICLE 2. PURCHASE AND SALE.

2.1 Sellers agree to sell and convey the Properties to Purchaser and Purchaser agrees to purchase the Properties from Sellers for the consideration and on the terms and conditions hereinafter set forth.

2.2 The purchase price to be paid by Purchaser to Sellers at Closing for the Properties shall be Twenty-Three Million Two Hundred Fifty-Nine Thousand Five Hundred and No/100 Dollars ($23,259,500.00) in the aggregate (the “Purchase Price”), payable as follows:

(a)    (i) Purchaser shall, no later than five (5) business days from the date of execution and delivery of this Agreement by Purchaser and Sellers (the “Execution Date”), deliver to First American Title Insurance Company, having an address at 2425 East Camelback Road, Suite 300, Phoenix, Arizona 85016 (the “Title Company”) the sum of Four Hundred Fifty Thousand and No/100 Dollars ($450,000.00) (the “Deposit”);

(ii) The Deposit shall be maintained by the Title Company in an interest-bearing, FDIC insured, bank account subject to the terms of this Agreement;

(iii) The Deposit, together with the interest accrued thereon, shall be applied to the Purchase Price at Closing unless required to be otherwise delivered to Purchaser or Sellers pursuant to terms of this Agreement;

(iv) Except as provided in Sections 4.1, 5.2(b), 5.2(c), 9.1 and 11.1 herein, after the expiration of the Due Diligence Period, the Deposit, together with the interest accrued thereon, shall be non-refundable, and, unless applied to the Purchase Price at Closing in accordance with Section 2.2(a)(iii) above, shall become the sole and exclusive property of Sellers;

(v) Any interest accruing on the Deposit shall be considered a part of the Deposit and disbursed accordingly.

(b) The balance of the Purchase Price shall be paid by Purchaser to Sellers at Closing by wire transfer of immediately available funds.

(c) The Purchase Price shall be allocated among the Properties as follows:

Redding Property	—	$5,788,063.00
Merced Property	—	$5,369,192.00
Tampa Property	—	$12,102,245.00
TOTAL	—	$23,259,500.00

ARTICLE 3. REPRESENTATIONS.

3.1 Each Seller represents to Purchaser, as to itself and the Property owned by such Seller, as follows:

(a) VNO TRU Hilltop Drive LP and VNO TRU Olive Avenue LP are each a limited partnership existing under the laws of the State of Delaware and VNO TRU Dale Mabry LLC is a limited liability company existing under the laws of the State of Delaware, and each Seller herein mentioned has the full capacity, right, power and authority to execute, deliver and perform this Agreement and all documents to be executed by it pursuant hereto, and, upon the transaction contemplated by this Agreement receiving approval by Seller’s Board of Director’s, all required actions and approvals therefor shall have been, or will be duly taken and obtained, prior to Closing. The individuals signing this Agreement and all other documents executed or to be executed pursuant hereto on behalf of each Seller are and shall be duly authorized to sign the same on such Seller’s behalf and to bind such Seller thereto.

(b) This Agreement and all documents to be executed pursuant hereto by Sellers are and shall be binding upon and enforceable against Sellers in accordance with their respective terms.

(c) The execution and performance of this Agreement by each Seller will not violate its certificate of organization or governing documents, or any other agreement to which such Seller is a party.

(d) No Seller has (i) made a general assignment for the benefit of creditors, (ii) filed any involuntary petition in bankruptcy or suffered the filing of any involuntary petition by such Seller’s creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of such Seller’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of such Seller’s assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally.

(e) There are no leases, tenancies, licenses or other rights of occupancy with respect to the Redding Property, or any portion thereof, other than pursuant to (i) that certain Lease dated as of January 31, 2006 between Toys “R” Us-Delaware, Inc. and PetSmart, Inc. (the “Redding PetSmart Lease”) and (ii) that certain Lease dated as of June 15, 2010 between VNO TRU Hilltop Drive L.P. and Beverages & More, Inc. (collectively, the “Redding Leases”). The Redding PetSmart Lease was assigned to Seller pursuant to that certain Assignment and Assumption Agreement dated October 16, 2006 between Toys “R” Us-Delaware, Inc. and VNO TRU Hilltop Drive L.P.

(f) There are no leases, tenancies, licenses or other rights of occupancy with respect to the Merced Property, or any portion thereof, other than pursuant to (i) that certain Lease dated as of January 31, 2006 between Toys “R” Us-Delaware, Inc. and PetSmart, Inc. (the “Merced PetSmart Lease”) and (ii) that certain Lease dated as of October 5, 2007 between VNO TRU Olive Avenue, LP and Travis Credit Union (collectively, the “Merced Leases”). The Merced PetSmart Lease was assigned to Seller pursuant to that certain Assignment and Assumption Agreement dated October 16, 2006 between Toys “R” Us-Delaware, Inc. and VNO TRU Olive Avenue L.P.

(g) There are no leases, tenancies, licenses or other rights of occupancy with respect to the Tampa Property, or any portion thereof, other than pursuant to that certain Lease dated as of July 30, 2009 between VNO TRU Dale Mabry LLC and Nordstrom, Inc. (the “Tampa Lease”).

The Redding Leases, the Merced Leases and the Tampa Lease are individually referred to herein as a “Lease” and collectively referred to herein as the “Leases”. PetSmart. Inc., Nordstrom, Inc., Travis Credit Union, and Beverages & More, Inc. are individually referred to herein as Lessee and collectively referred to herein as “Lessees”.

(h) With respect to the Lease of the Property owned by such Seller and to such Seller’s Knowledge: (i) the copy of such Lease and the guaranty of such Lease (the “Guaranty”), if any, delivered to Purchaser prior to the Execution Date is complete and accurate; (ii) such Lease and Guaranty, if any, are in full force and effect and have not been modified, amended or assigned, except by such modifications, amendments and assignments delivered to Purchaser by such Seller prior to the Execution Date; (iii) such Seller has not received or given any notice of termination or default under such Lease, and there is not any existing or uncured claim of default by such Seller or the Lessee under such Lease; (iv) the Lessee under such Lease has not asserted (X) any defenses, set-offs or counterclaims with respect to its tenancy or its obligation to pay rent, additional rent and other charges pursuant to such Lease, (Y) any right to reduction in, refund of, allowance, credit, rebate, concession or deduction against, or is otherwise disputing, any rent, additional rent and other charges payable pursuant to such Lease, or (Z) any right to cancel such Lease; (v) no construction, alteration, decoration or other work remains to be performed under such Lease by such Seller, as landlord thereunder, all construction allowances or other sums to be paid under the terms of such Lease by such Seller, as the landlord thereunder, have been paid; (vi) there are no written promises, understandings or commitments between such Seller, Lessee or other person or entity with respect to the foregoing other than those promises, understandings or commitments contained in the Lease or in any modification, amendment and/or assignment thereof delivered to Purchaser by such Seller prior to the Execution Date; (vii) all brokerage commissions and other compensation and fees payable by reason of such Lease (including, without limitation, any renewals or expansions) have been fully paid and there exists no exclusive or continuing leasing or brokerage agreements as to such Property; (viii) the Lessee has not paid any rent under such Lease for any period of more than thirty (30) days in advance unless required to do so under the terms of such Lease; (ix) no petition has been filed by or against the Lessee under the Federal Bankruptcy Code or any similar State or Federal law; (x) the Lessee has no renewal options, option to purchase or right of first refusal with respect to such Property that is not set forth in such Lease; (xi) such Seller has the sole right to collect rent under such Lease and such right has not been assigned, pledged, hypothecated, or otherwise encumbered in any manner that will survive the Closing; (xii) such Seller has had no discussions with the Lessee regarding modifying or terminating such Lease which have not been reduced to writing; and (xiii) such Seller has delivered to Purchaser prior to the Execution Date true and correct copies of any subleases of such Property that are in such Seller’s possession or control.

(i) Intentionally Omitted.

(j) Such Seller has not received any written notice and has no Knowledge of any current or pending threat of litigation against such Seller or such Property owned by such Seller which materially and adversely affect the ability of such Seller to consummate the transactions contemplated by this Agreement.

(k) Such Seller has not received any written notice (i) from any governmental authority regarding any violation of any law applicable to the Property owned by such Seller (including any environmental law) except as disclosed by the Due Diligence Materials, or (ii) of any violation of any restriction, condition or agreement contained in any easement, restrictive covenant or any similar instrument or agreement affecting such Property or any portion thereof; and such Seller has no Knowledge of any such violation.

(l) Such Seller is not a “foreign person” within the meaning of Section 1445(e)(3) of the Internal Revenue Code of 1986, as amended.

(m) Such Seller has not received any written notice and has no Knowledge that there is any current condemnation (or threatened condemnation) of all or any part of the Property owned by such Seller. To such Seller’s Knowledge, no action or proceeding to change road patterns or grades which would affect ingress to or egress from the Property owned by such Seller are pending or have been threatened.

(n) Such Seller has provided Purchaser with complete copies of the Due Diligence Materials in such Seller’s possession.

(o) Except for the Leases (including any modification, amendment and/or assignment thereof delivered to Purchaser by such Seller prior to the Execution Date) and Seller’s contract with Yellow Jacket Landscaping on the Redding Property (terminable upon 30-days notice which Seller will provide to Purchaser upon expiration of the Due Diligence Period and satisfaction of all other conditions precedent to Closing), and except as set forth in the Title Reports, such Seller is not a party to any contracts or agreements relating to the Property owned by such Seller that would be binding upon Purchaser after the Date of Closing.

(p) To such Seller’s Knowledge, there are no options to purchase or rights of first refusal affecting or relating to the Property owned by such Seller except as may be set forth in the Leases or in the Title Reports.

(q) Such Seller has not entered into any undertakings or commitments with any governmental authority which are not of public record, which require the payment of money or the performance of any duty in connection with the ownership of such Property. Such Seller has not received any written notice from any governmental authority having jurisdiction over such Property or from any other person and, to such Seller’s Knowledge, there does not exist any other obligation to any such governmental authority for the performance of any capital improvements or other work to be performed by such Seller in or about such Property or donations of monies or land (other than general real estate taxes and any other matters of public record) which has not been completely performed and paid for.

(r) There is no action instituted by such Seller before any governmental authority, the object of which would be to change the present zoning of or other land-use limitations upon the Property owned by such Seller or any portion thereof or its potential use.

The term “Knowledge” as used in this Section 3.1 shall mean the actual knowledge of Benjamin Schall, Senior Vice President, without duty of inquiry or investigation. Each Seller represents that Benjamin Schall is the person affiliated with such Seller that is most likely to have knowledge regarding the matters set forth in this Section 3.1.

The representations and warranties made by each Seller with respect to its respective Property in this Section 3.1 shall survive the Date of Closing for a period of six (6) months (the “Survival Period”). Notwithstanding anything to the contrary in this Agreement, it is expressly understood and agreed by the parties that Purchaser shall not be entitled to any claim for damages or indemnification for the breach of any of the foregoing representations and warranties unless Purchaser has given Sellers written notice of such claim (stating the representation or warranty alleged to have been breached, an explanation in reasonable detail of the circumstances giving rise to the claim, and Purchaser’s good faith estimate of the total dollar amount of the harm suffered and likely to be suffered as a result of the alleged breach or claim) within the Survival Period, it being understood and agreed that Sellers shall have no further liability under or in respect of such warranties and representations after the expiration of the Survival Period, except to the extent of any breach or claim of which Purchaser gives Sellers written notice prior to the expiration of the Survival Period. If, prior to Closing, Sellers become aware that any of the representations and warranties contained in this Section 3.1 are not true and correct in all material respects, Sellers shall promptly notify Purchaser thereof. Consummation of Closing under this Agreement by Purchaser with knowledge of any such breach shall constitute a waiver and release by Purchaser of any claims arising out of or in connection with such breach. If any of the representations and warranties contained in this Section 3.1 are untrue in any material respect as of the Execution Date or are intentionally made untrue by such Seller at any time prior to Closing, Purchaser shall have the same rights and remedies that Purchaser has under Section 11.1 with respect to a Seller default.

3.2 Purchaser acknowledges that, except as expressly set forth in Section 3.1, Sellers have not made and do not make any representations or warranties, expressed or implied, concerning the Properties which have induced Purchaser to execute this Agreement, including, without limitation, as to the physical condition, income, rents, leases, expenses, operations, value of the Properties, adequacy or fitness for use or any other matter or thing affecting or related to the Properties or this transaction that might be pertinent in considering the acquisition of the Properties, or the Seller’s estate, right, title and interest therein. Sellers shall not be liable or bound by any express or implied warranties, guaranties, promises, statements, representations or information pertaining to the Properties, made or furnished by any real estate broker, agent, employee, servant, officer, director, partner, shareholder or other person representing or purporting to represent Sellers, unless such warranties, guaranties, promises, statements, representations or information are set forth in this Agreement.

3.3 Purchaser represents to Sellers that:

(a) Purchaser is a limited liability company organized and existing under the laws of the State of Arizona, has the full capacity, right, power and authority to execute, deliver and perform this Agreement and all documents to be executed by Purchaser pursuant hereto, and all required actions and approvals therefor have been, or prior to the date of Closing will be, duly taken and obtained. The individuals signing this Agreement and all other documents executed or to be executed pursuant hereto on behalf of Purchaser are and shall be duly authorized to sign the same on Purchaser’s behalf and to bind Purchaser thereto.

(b) This Agreement and all documents to be executed pursuant hereto by Purchaser are and shall be binding upon and enforceable against Purchaser in accordance with their respective terms.

(c) The execution and performance of this Agreement by Purchaser will not violate its certificate of organization or governing documents, or any other agreement to which Purchaser is a party.

(d) Purchaser has not (u) made a general assignment for the benefit of creditors, (v) filed any involuntary petition in bankruptcy or suffered the filing of any involuntary petition by Purchaser’s creditors, (w) suffered the appointment of a receiver to take possession of all or substantially all of Purchaser’s assets, (x) suffered the attachment or other judicial seizure of all, or substantially all, of Purchaser’s assets, (y) admitted in writing its inability to pay its debts as they come due, or (z) made an offer of settlement, extension or composition to its creditors generally.

ARTICLE 4. DUE DILIGENCE PERIOD.

4.1(a) Purchaser shall have a period of thirty (30) days after the Execution Date of this Agreement (the “Due Diligence Period”) in which to perform such tests, studies, investigations, surveys and economic evaluations of the Properties as Purchaser deems desirable. Purchaser may, for any reason or no reason, terminate this Agreement with respect to any one or more of the Properties by giving written notice to Sellers prior to the expiration of the Due Diligence Period, whereupon, except with respect to those matters expressly stated to survive termination of this Agreement, neither party shall have any further liability hereunder with respect to such Property, and, if this Agreement is terminated as to all of the Properties prior to expiration of the Due Diligence Period, Purchaser shall receive a full refund of the Deposit. If Purchaser fails to give Sellers written notice of Purchaser’s election to terminate this Agreement prior to the expiration of the Due Diligence Period, Purchaser’s right to terminate under this Section 4.1 shall be deemed waived.

(b) Sellers and Purchaser recognize that the roof and/or structure of one or more of the buildings constructed on the Properties may require repair or replacement. If Purchaser’s due diligence inspections disclose that the roof or structural elements of the building constructed on a Property require any such repair or replacement, which would cost in excess of Two Thousand Five Hundred Dollars ($2,500.00) to repair or replace (a “Required Repair”), the following terms shall apply:

(i) If Purchaser provides to Seller, prior to the expiration of the Due Diligence Period, a copy of the inspection report disclosing such Required Repair, and (x) the Required Repair is not Major Repair (as defined below), and (y) the Lessee under the terms of the applicable Lease is required to make such Required Repair, Seller shall notify such Lessee in writing, within ten (10) business days after receipt of the inspection report disclosing such Required Repair, that Lessee is required to perform such Required Repair in accordance with the terms of its Lease, and in such event Seller shall have no further obligation with respect to the Required Repair and Purchaser and Seller shall proceed to consummate the transaction contemplated by this Agreement without reduction of the Purchase Price.

(ii) If Purchaser provides to Seller, prior to the expiration of the Due Diligence Period, a copy of the inspection report disclosing a Required Repair, and (x) the Required Repair is a Major Repair (as defined below), and (y) the Lessee under the terms of the applicable Lease is required to make such Required Repair, Seller shall notify such Lessee in writing, within ten (10) business days after receipt of the inspection report disclosing such Required Repair, that Lessee is required to shall perform such Required Repair in accordance with the terms of its Lease, and in such event Purchaser and Seller shall proceed to consummate the transaction contemplated by this Agreement, provided however, in the event Lessee shall not have substantially completed such Major Repair on or before the Date of Closing, then fifty percent (50%) of the cost to complete such Major Repair (the “Major Repair Cost”) shall be segregated from the Purchase Price at Closing and held in escrow with the Title Company pursuant to an escrow agreement mutually acceptable to Seller, Purchaser and the Title Company, until such time as the Major Repair is substantially completed by the Lessee under such Lease. Upon substantial completion of the Major Repair, the Major Repair Cost shall be released to Seller in accordance with the escrow agreement. As used herein, a “Major Repair” shall mean that the cost of the repairs or replacement of the roof or structural elements of the building constructed on the Property will exceed Twenty-Five Thousand Dollars ($25,000.00) (a “Major Repair”).

(iii) If Purchaser provides to Seller, prior to the expiration of the Due Diligence Period, a copy of the inspection report disclosing a Required Repair, and the Lessee under the terms of the applicable Lease is required to reimburse Seller (as lessor under the applicable Lease) the cost of such Required Repair, in one or multiple installments, prior to expiration of the current term of the Lease, Seller shall have no further obligation with respect to the Required Repair and Purchaser and Seller shall proceed to consummate the transaction contemplated by this Agreement without reduction of the Purchase Price.

(iv) If Purchaser provides to Seller, prior to the expiration of the Due Diligence Period, a copy of the inspection report disclosing a Required Repair, and the Lessee under the terms of the applicable Lease is required to reimburse Seller (as lessor under the applicable Lease) prior to expiration of the current term of the Lease an amount that is less than the cost of such Required Repair, Purchaser and Seller shall proceed to consummate the transaction contemplated by this Agreement and the Purchase Price shall be reduced by an amount equal to the difference between the cost of the Required Repair and the amount thereof which the Lessee is required to reimburse prior to expiration of the current term of the Lease, discounted to present value by applying an interest factor, compounded monthly, of 7.35% for the Tampa Property, 8.17% for the Redding Property, and 8.22% for the Merced Property, as applicable, for each month of the current term of the Lease.

(v) If Purchaser provides to Seller, prior to the expiration of the Due Diligence Period, a copy of the inspection report disclosing a Required Repair, and the Lessee under the terms of the applicable Lease is neither required to make such Required Repair, nor required to reimburse Seller the cost of such Required Repair, in accordance with the terms of the applicable Lease (a “Landlord Repair”), Purchaser shall provide to Seller, together with a copy of the inspection report disclosing the Required Repair, an estimate of the cost of such repair and/or replacement (the “Correction Cost”). Within ten (10) business days after Seller’s receipt of the Correction Cost, Seller may, by written notice to Purchaser, elect to either (x) give Purchaser a credit against the Purchase Price at Closing in an amount equal to the Correction Cost, or (y) not give such credit. Seller’s failure to give such notice shall be deemed to be Seller’s election to not give such credit. On or before the earlier of (xx) the date which is ten (10) days after Purchaser’s receipt of written notice from Seller that Seller has elected not to give such credit against the Purchase Price at Closing or (yy) the date which is ten (10) days after Seller is deemed to have elected not to give such credit against the Purchase Price at Closing, Purchaser may terminate this Agreement by written notice to Seller with respect to the applicable Property, whereupon, except with respect to those matters expressly stated to survive termination of this Agreement, neither party shall have any further liability hereunder, and (xxx) Seller shall reimburse to Purchaser all reasonable out-of-pocket third-party due diligence expenses incurred by Purchaser (including without limitation, reasonable attorneys fees) with respect to the Property being terminated, within thirty (30) days after Seller’s receipt of Purchaser’s demand therefore together with invoices and documentation substantiating such amounts, in an amount not to exceed Thirty Thousand Dollars ($30,000.00) with respect to each Property which has been properly terminated hereunder, and (yyy) if this Agreement is properly terminated hereunder as to all of the Properties, Purchaser shall, in addition to the reimbursements set forth in (i) above, receive a full refund of the Deposit. If Purchaser elects to terminate this Agreement for one or more, but less than all, Properties, the Purchase Price shall be reduced by the portion of the Purchase Price allocated to such Property(ies). The obligation of Seller to reimburse Purchaser under this Section 4.1(b)(v) shall survive the termination of this Agreement.

(c) If this Agreement is terminated pursuant to this Section 4.1 as to one or more, but less than all of the Properties, Sellers may elect to terminate this Agreement as to all Properties by giving written notice to Purchaser within ten (10) business days after delivery or receipt of a notice of election to terminate this Agreement as to one or more, but less than all of the Properties, whereupon, (i) Purchaser shall receive a full refund of the Deposit, and (ii) Seller shall reimburse to Purchaser all reasonable out-of-pocket third-party due diligence expenses incurred by Purchaser (including without limitation, reasonable attorneys fees) with respect to the Properties, within thirty (30) days after Seller’s receipt of Purchaser’s demand therefor, together with invoices and documentation substantiating such amounts, in an amount not to exceed Ninety Thousand Dollars ($90,000.00) in the aggregate. The obligation of Seller to reimburse Purchaser under this Section 4.1(c) shall survive the termination of this Agreement. Upon payment of said due diligence costs by Sellers to Purchaser, except with respect to those matters expressly stated to survive termination of this Agreement, neither party shall have any further liability to the other hereunder. If Sellers do not elect to terminate this Agreement pursuant to this Section 4.1(c), Sellers and Purchaser shall proceed to the Closing with respect to the remaining Properties in accordance with the terms and conditions of this Agreement, and the Purchase Price shall be reduced by the portion of the Purchase Price allocated to the Property(ies) properly and timely terminated by Purchaser hereunder.

4.2 Sellers shall, subject to the terms of the respective Lease, permit persons designated by Purchaser, upon not less than two (2) business days notice to Sellers, to have access to the Properties for the purpose of making, at Purchaser’s cost and expense, surveys, measurements, tests, studies or other investigations with respect thereto, provided (i) Purchaser shall not conduct any invasive test involving drilling or boring of any soil, paving or structural element, without first requesting in writing consent from Sellers prior to the proposed activity, which consent Sellers shall not unreasonably withhold, nor undertake any destructive activity, (ii) Purchaser shall defend indemnify and hold Sellers and Lessee harmless from and against any and all claims, actions, losses, costs, damages, expenses (including reasonable attorneys’ fees) resulting directly from or arising out of Purchaser’s entry upon the Properties, the conduct of any tests, studies or other investigations thereon, and/or the acts or omissions of Purchaser, its agents, contractors or employees; (iii) if Purchaser or its agents, contractors or employees causes any damage to any of the Properties, Purchaser shall repair such damage; and (iv) Purchaser procures (or causes any of its consultants entering upon the Property to procure) and continues in force from and after the date of entry upon a Property and continuing throughout the term of this license, comprehensive general liability insurance in an amount not less than One Million Dollars ($1,000,000.00) for injury to any one person in one occurrence and not less than Two Million Dollars ($2,000,000.00) for injuries to more than one person in one occurrence and Five Hundred Thousand Dollars ($500,000.00) for damage to property arising out of any one occurrence. Such insurance policy shall be issued by an insurance company licensed to do business in the state in which the applicable Property is located and shall name the Seller of the Property and Lessees as additional insureds. Purchaser shall deliver to Sellers certificates of insurance evidencing such insurance prior to the date Purchaser enters into or upon any Property. The minimum limits of the insurance coverage to be maintained by Purchaser hereunder shall not limit Purchaser’s liability. The term of this license shall commence on the date of receipt by Sellers of the insurance certificate required hereinabove, and shall terminate upon the occurrence of the earlier of (x) expiration of the Due Diligence Period; or (y) termination of this Agreement by either party pursuant to any provisions hereof. The indemnification provisions of this Section 4.2 shall survive Closing and/or the earlier termination of this Agreement. Any entry shall be conducted in such a manner as to minimize any interference with the operations on the subject Property by Sellers, or their respective tenants and occupants. In the event Purchaser terminates this Agreement with respect to one or more of the Properties, Purchaser shall deliver to Sellers, within fifteen (15) days after such termination, a copy of any and all written tests, studies and reports prepared by or for Purchaser which relate to the physical aspects of the Property so terminated. If any lien shall be filed with respect to a Property as a result of inspections, testing or services performed by or on behalf of Purchaser, Purchaser shall cause such lien to be removed or bonded within ten (10) days after receipt of written notice thereof from Seller. The foregoing two sentences shall survive termination of this Agreement.

4.3 Sellers have, prior to the Execution Date, delivered to Purchaser the following materials prepared by third parties with respect to each Property, to the extent such materials were in Seller’s possession: ALTA surveys, soil boring logs, soil reports, service contracts, tax receipts, a current appraisal, title reports and title policies, utility reports, real estate tax information, zoning information, tenant correspondence, tenant leases, site/building plans and environmental studies (“Due Diligence Materials”). The furnishing of any Due Diligence Materials or other information by Sellers to Purchaser shall not in any way be deemed to imply a warranty or representation by Sellers that the Due Diligence Materials are accurate or complete (provided that the foregoing shall not be deemed to limit the provisions of Section 3.1(n)); that the Due Diligence Materials comply with applicable industry, community or governmental standards; or that the Due Diligence Materials may be relied upon for any particular purpose. Purchaser hereby waives any claims against Sellers and its contractors and consultants for any direct damage or consequential loss resulting from Purchaser’s reliance upon, misuse or misapplication of the Due Diligence Materials (other than any claim that arises out of a misrepresentation under Section 3.1(n)).

ARTICLE 5. TITLE.

5.1 Purchaser may obtain, at Purchaser’s expense, a commitment for an owner’s policy of title insurance issued by the Title Company, certifying to Purchaser the then status of title to each Property and setting forth all objections or exceptions to title affecting the same (each a “Title Report” and collectively the “Title Reports”) and a current ALTA “as-built” survey of each Property (each a “Survey” and collectively the “Surveys”) prepared by a surveyor licensed by the state in which the Property is located.

5.2   (a) Within thirty (30) days after the Execution Date, Purchaser shall deliver (or cause the Title Company to deliver) to Sellers a true and complete copy of the Title Reports (including a legible copy of each instrument shown as an exception therein) and the Survey(s) and may notify Sellers of any objections to the status of title to the Properties and survey matters (an “Objection Notice”). If Purchaser fails to give an Objection Notice on or before the expiration of the Due Diligence Period, the Title Reports and Surveys shall be deemed approved and all matters set forth therein, other than the “Required Removal Items” (as hereinafter defined), shall be deemed Permitted Encumbrances. Sellers shall be under no obligation to cure any title or survey objection(s), other than the Required Removal Items. Within ten (10) days after the applicable Seller receives an Objection Notice, such Seller may notify Purchaser of what actions, if any, that such Seller will take to cure each of Purchaser’s objections (the “Sellers Response Notice”). The failure of such Seller to give a Sellers Response Notice within such ten (10) day period shall be deemed to be an election by such Seller not to cure any of Purchaser’s title and/or survey objections, other than the Required Removal Items. At, or prior to Closing, Seller shall (i) release or caused to be released any mortgages, deeds of trust or other monetary liens on the Property of an ascertainable amount (not including any judgment liens that may encumber the Properties or any liens against, or caused by, the Lessee under the Lease which Lessee is responsible to cure or discharge pursuant to the terms of the Lease), (ii) release or caused to be released any encumbrances against title which are created by the Sellers on or after the effective date of the applicable Title Report and which are not caused, requested or consented to by Purchaser, (iii) cause to be removed from the Title Reports any exceptions that can be removed by delivery of a customary title affidavit or gap indemnity from Sellers (items (i) through (iii) being collectively referred to as the “Required Removal Items”), and (iv) take the actions to cure Purchaser’s objections that are agreed to be cured by Seller in Sellers Response Notice.

(b) If Purchaser makes an objection on or before the expiration of the Due Diligence Period and Seller elects (or is deemed to have elected) not to cure one or more of Purchaser’s title and/or survey objections, then, on or before the date that is five (5) business days after receipt of Seller’s Response Notice or the expiration of Seller’s response period, whichever is earlier, Purchaser may elect to terminate this Agreement with respect to the subject Property(ies) by delivering written notice thereof to Seller. If Purchaser fails to notify Seller within the time periods herein provided that Purchaser will waive its objections to the matters disclosed by the Title Reports and Surveys which Seller has elected (or is deemed to have elected) not to cure and proceed to consummate the transaction contemplated by this Agreement notwithstanding any such defects or objections, without reduction of the Purchase Price, Purchaser shall be deemed to have elected to terminate this Agreement with respect to the applicable Property(ies). In the event Purchaser timely terminates (or is deemed to have terminated) this Agreement as to all of the Properties under this Section 5.2(b), the Deposit shall be returned to Purchaser and neither party shall have any further obligations hereunder except for matters that, by the terms of this Agreement, expressly survive termination of this Agreement. If Purchaser elects to terminate this Agreement for one or more, but less than all, of the Properties, the Purchase Price shall be reduced by the portion of the Purchase Price allocated to such Property(ies).

(c) If the Required Removal Items or any of Purchaser’s objections which Seller has agreed to cure in Seller’s Response Notice are not satisfied by the Date of Closing, Purchaser may, at any time prior to Seller curing such objection (i) terminate this Agreement with respect to the subject Property, whereupon Seller shall reimburse to Purchaser all reasonable out-of-pocket third-party due diligence expenses incurred by Purchaser (including without limitation, reasonable attorneys fees) with respect to the applicable Property(ies), within thirty (30) days after Seller’s receipt of Purchaser’s demand therefore together with invoices and documentation substantiating such amounts, in an amount not to exceed Thirty Thousand Dollars ($30,000.00) with respect to each Property for which this Agreement has been properly terminated hereunder, and except with respect to those matters expressly stated to survive termination of this Agreement, neither party shall have any further liability to the other hereunder, or (ii) waive such objections and proceed to consummate the transaction contemplated by this Agreement notwithstanding any such defects or objections, without reduction of the Purchase Price. If this Agreement is properly terminated as to all of the Properties under this Section 5.2(c), Purchaser shall also receive a full refund of the Deposit. If Purchaser elects to terminate this Agreement for one or more, but less than all, Properties, the Purchase Price shall be reduced by the portion of the Purchase Price allocated to such Property(ies).

ARTICLE 6. “AS IS” PURCHASE.

6.1 Purchaser acknowledges and agrees that, as of the Date of Closing, Purchaser shall have examined all things concerning the Properties which Purchaser deems material to its purchase and the use of the Properties, including, but not limited to, the title thereto, topography; geology; condition of the soil; dimensions; availability and capacity of utilities and sanitary facilities (including, without limitation, water and sewer connections); the use or uses to which the Properties may be put; any restrictions related to the development or use of the Properties; suitability for and feasibility of intended and any other uses; zoning; the applicability of any governmental requirements; any applicable governmental general plans; and the availability of permits, approvals and other entitlements for applicable governmental authorities.

6.2 Purchaser acknowledges and agrees that, except as provided in Section 4.1(b), it is purchasing the Properties “AS-IS” as of the Date of Closing and based on its own inspection, investigation and evaluation as well as the Sellers’ representations that are set forth in Section 3.1. Purchaser shall be deemed to have assumed all risk, if any, resulting from any present latent or patent defects and from the failure of the Properties to comply with legal requirements applicable thereto, provided the foregoing shall not limit any claims Purchaser may have against Sellers pursuant to a misrepresentation under Section 3.1(k).

ARTICLE 7. CONDITIONS PRECEDENT.

7.1 As conditions precedent to Purchaser’s obligations to purchase the Properties:

(i) Sellers shall tender good and marketable title in fee simple to the Properties, subject to the Permitted Encumbrances;

(ii) all representations and covenants made by Sellers in this Agreement shall be true and correct in all material respects as if made on and as of the Date of Closing;

(iii) no Seller shall be in default in the performance of any covenant or agreement to be performed by such Seller under this Agreement as of the Date of Closing;

(iv) Sellers shall deliver to Purchaser prior to the expiration of the Due Diligence Period, evidence that the Lessee has in effect all insurance required to be maintained by the Lessee under the Leases;

(v) Sellers shall have delivered to Purchaser, before the Date of Closing, an estoppel certificate executed by the Lessee with respect to each Lease (collectively, the “Estoppel Certificates”) in the form attached as to such Lease (or in such other form required by the terms of the applicable Lease), provided that such estoppel certificate shall (1) be dated no earlier than forty-five (45) days prior to the Date of Closing, (2) permit Purchaser to rely thereon, (3) have all blanks completed or marked not applicable, as appropriate, (4) have all exhibits completed and attached, as applicable, (5) not indicate (X) any material discrepancy from such Lease, (Y) any Lease amendment, assignment or subletting that was not previously provided by Sellers to Purchaser prior to the Execution Date, or (Z) any adverse claim or landlord default, and (6) also cover the Guaranty, if any, and is executed by the guarantor. Sellers shall request the Estoppel Certificates no later than forty-five (45) days prior to the Date of Closing. If after Sellers use commercially reasonable efforts to obtain such Estoppel Certificates, Lessee fails or refuses to execute and deliver same, Sellers may deliver a certification to Purchaser of the matters set forth in the estoppel certificate attached to the Leases (or such other information required by the terms of the applicable Lease) as same is contemplated to be modified by the terms hereof, which certification shall indemnify Purchaser against any costs, expenses, claims, losses and liabilities based upon facts contrary to those set forth in such certification.

(vi) As of the Date of Closing, Lessee shall not have (1) terminated its Lease with respect to any Property, or (2) failed to comply with any monetary or other material obligation under any of its Leases beyond any applicable notice and cure period, which remains uncured as of the Date of Closing;

(vii) Sellers shall request, no later than forty-five (45) days prior to the Date of Closing, and deliver to Purchaser, before the Date of Closing, an estoppel certificate executed by all other parties to any applicable reciprocal easement agreement, declaration of covenants, maintenance agreements, development agreements, operation and easement agreements and any other agreements containing conditions and/or restrictions affecting each Property (collectively, the “REAs”) and addressed to Purchaser and stating that such instrument is in full force and effect and is not modified (except as disclosed in such estoppel certificate) and, to the best knowledge of the party giving the estoppel, the applicable Seller is not in default, beyond any applicable notice and cure periods, under the applicable instrument and all amounts, if any, due and owing under the applicable agreement have been paid in full (collectively, the “REA Estoppels”). If after Sellers use commercially reasonable efforts to obtain the REA Estoppels and the parties to any applicable reciprocal easement agreement or declaration of covenants, conditions and/or restrictions fail or refuse to execute and deliver same, Sellers may deliver a certification to Purchaser of the matters set forth in this Section 7.1(vii), which certification shall indemnify Purchaser against any costs, expenses, claims, losses and liabilities based upon facts contrary to those set forth in such certification; and

(viii) As of the Date of Closing, none of the Lessees shall have exercised or failed to waive (if the time period to exercise has not expired) any right of first offer or right of first refusal (a “Purchase Right”) with respect to the purchase of any Property, or portion thereof. Purchaser and Seller agree that in the event any Lessee gives notice of its intent to exercise, or exercises, or fails to waive (if the time period to exercise has not expired) any Purchase Right prior to the Date of Closing, this Agreement will terminate with respect to such Property, in which event, the Purchase Price shall be reduced by the portion of the Purchase Price allocated to such Property, and the remaining Sellers and Purchaser shall be obligated to proceed to the Closing with respect to the remaining Properties in accordance with the terms and provisions of this Agreement. If this Agreement is terminated as to all of the Properties, Purchaser shall receive a full refund of the Deposit, and except with respect to those matters expressly stated to survive termination of this Agreement, neither party shall have any further liability hereunder. In addition to the foregoing, Seller shall also reimburse to Purchaser all reasonable out-of-pocket third-party due diligence expenses incurred by Purchaser (including without limitation, reasonable attorneys fees equitably allocated) with respect to any such Property, within thirty (30) days from Seller’s receipt of Purchaser’s demand therefor, together with invoices and documentation substantiating such amounts, in an amount not to exceed Thirty Thousand Dollars ($30,000.00) in the aggregate for such Property. Seller’s obligation to reimburse Purchaser under this Section 7.1(viii) shall survive the termination of this Agreement.

In the event that the conditions precedent set forth in this Section 7.1 have not been satisfied with respect to any of the Properties on or before the Date of Closing, and after the giving of notice to Seller and the opportunity to cure as described in Section 11.1 below, Purchaser may, by written notice to said Seller, on or before the Date of Closing, elect to terminate this Agreement with respect to the subject Property, whereupon, the Purchase Price shall be reduced by the portion of the Purchase Price allocated to such Property, and the remaining Sellers and Purchaser shall proceed to the Closing with respect to the remaining Properties in accordance with the terms and provisions of this Agreement. If this Agreement is terminated (or deemed to have been terminated as set forth below) as to all of the Properties, Purchaser shall receive a full refund of the Deposit. If Purchaser fails to give Seller written notice of Purchaser’s waiver of its right to terminate this Agreement pursuant to this Section 7.1 on or before the Date of Closing, Purchaser shall be deemed to have elected to terminate this Agreement with respect to the subject Property.

7.2 As conditions precedent to Sellers obligations to sell the Properties and to perform all of their respective obligations at Closing: (i) Purchaser shall not be in default in the performance of any covenant or agreement to be performed by Purchaser under this Agreement as of the Date of Closing; and (ii) all representations and covenants made by Purchaser in this Agreement shall be true and correct in all material respects as if made on and as of the Date of Closing. In the event that the condition precedents set forth in this Section 7.2 have not been satisfied by Purchaser on or before the Date of Closing and after the giving of notice to Purchaser and the opportunity to cure as described in Section 11.2 below, Sellers may, by written notice to Purchaser, on or before the Date of Closing, elect to terminate this Agreement, whereupon, Seller shall be entitled to retain the Deposit as its sole and exclusive remedy for such Purchaser default. If Seller fails to give Purchaser written notice of Seller’s election to terminate this Agreement prior to Closing, Seller shall be deemed to have waived its right to terminate hereunder.

ARTICLE 8. CLOSING.

8.1 The Closing shall occur through an escrow with the Title Company, or at such place as may be mutually agreed upon in writing, on or before the date which is fifteen (15) days after the expiration of the Due Diligence Period or, provided Purchaser has given Seller notice prior to the date which is fifteen (15) days after the expiration of the Due Diligence Period, Purchaser may postpone Closing to a date which is not later than forty-five (45) days after the expiration of the Due Diligence Period, or such earlier date as the parties may mutually agree upon in writing.

8.2 At Closing, each Seller shall deliver to Purchaser:

(a) a limited or special warranty deed for each Property (each a “Deed” and collectively the “Deeds”) executed in recordable form by the applicable Seller, so as to convey to Purchaser good and marketable title in fee simple to each Property, subject to the Permitted Encumbrances for that Property and for the Tampa Property the Restriction set forth on Exhibit C annexed hereto;

(b) a counterpart original of the Assignment and Assumption Agreement for each Lease, executed by the applicable Seller assigning such Seller’s interest in the Lease, in substantially the form annexed hereto as Exhibit D (collectively, the “Lease Assignments”);

(c) a bill of sale for each Property, without representation or warranty, executed by the applicable Seller, conveying any personal property owned by such Seller remaining on the Property after the Date of Closing, subject to the rights of Lessee under the applicable Lease, in substantially the form annexed hereto as Exhibit E;

(d) a counterpart original of the assignment and assumption of assignable contracts, permits, licenses, warranties and guaranties, without representations or warranties, for each Property executed by the applicable Seller, in the form annexed hereto as Exhibit F (collectively, the “Assignment of Contracts”);

(e) a certificate executed by the applicable Seller reaffirming the accuracy of such Seller’s representations and warranties contained in Section 3.1 hereof or disclosing, where applicable, the extent to which such Seller cannot remake said representations and warranties as of the Date of Closing (“Seller’s Certificate”);

(f) to the extent in Sellers’ possession, the original Leases, including any amendments or modifications thereto;

(g) all transfer tax statements and affidavits, declarations and filings as may be necessary or appropriate for purposes of recordation of the Deeds;

(h) good standing certificates and resolutions or consents of Sellers, as applicable, as reasonably requested by the Title Company for the issuance of title insurance;

(i) an owner’s affidavit executed by the applicable Seller in a customary form reasonably acceptable to Sellers and the Title Company, in order for the Title Company to issue to Purchaser policies of the title insurance without exception, other than the Permitted Encumbrances;

(j) to the extent an ALTA 2006 Owner’s Policy is not available in a state in which any Property is located, a “gap” indemnity for the period subsequent to the Date of Closing until the recording of the applicable Deed, provided and executed by the applicable Seller in a customary form reasonably acceptable to the applicable Seller and the Title Company, in order for the Title Company to provide gap coverage;

(k) a 1099-S request for taxpayer identification number and certification and acknowledgment, if required by law;

(l) for each Property, a letter executed by the applicable Seller addressed to the applicable Lessee notifying them of the sale of such Property to Purchaser, in a form to be mutually agreed upon prior to Closing;

(m) to the extent in Sellers’ possession (a) those transferable licenses and permits, authorizations and approvals pertaining to the Properties, if any, which are not posted at the Properties and (b) all transferable guarantees and warranties, if any, which Sellers have received in connection with any work or services performed or equipment installed in and improvements erected on any of the Properties;

(n) a “non-foreign person” affidavit in the form annexed hereto as Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable;

(o) for each applicable Property, a letter executed by Purchaser and the applicable Seller addressed to each party under an REA notifying them of the sale of such Property to Purchaser and, if required by the terms of the REA for release of Seller from further obligations thereunder, containing an assumption by Purchaser of the obligations of Seller thereunder accruing after the Date of Closing, in a form to be mutually agreed upon prior to Closing (“REA Transfer Notice(s)”); and

(p) a closing settlement statement executed by Seller and Purchaser showing the Purchase Price and all adjustments thereto and disbursements therefrom (“Settlement Statement(s)”).

8.3 At Closing, Purchaser shall deliver to Sellers:

(a) the Purchase Price to be paid by Purchaser under Article 2, less the Deposit;

(b) all other sums due and payable under this Agreement by Purchaser to Sellers;

(c) a counterpart original of the Lease Assignments executed by Purchaser;

(d) a counterpart original of the Assignment of Contracts executed by Purchaser;

(e) a certificate executed by Purchaser reaffirming the accuracy of Purchaser’s representations and warranties contained in Section 3.3 hereof or disclosing, where applicable, the extent to which Purchaser cannot remake said representations and warranties as of the Date of Closing (“Purchaser’s Certificate”);

(f) all transfer tax statements and affidavits, declarations and filings as may be necessary or appropriate for purposes of recordation of the Deeds;

(g) authorization to the Title Company to disburse to Sellers the Deposit;

(h) the REA Transfer Notice(s); and

(i) the Settlement Statement(s).

8.4   (a) All real, personal property and other taxes and assessments, including water and sewer charges, imposed upon a Property or the owner of that Property, and all payments paid or payable by any Seller, as the owner or landlord of the applicable Property, under any applicable REA affecting such Property, and not paid by Lessee under the applicable Lease shall be apportioned between the parties on the basis of a 365-day year, as of 12:01am on the Date of Closing. If Closing shall occur before the tax rate is fixed for any of such taxes, then the apportionment thereof shall be on the basis of the tax rate for the preceding year applied to the latest valuation and readjustment shall be made when the actual amount is determined. If, as of the Date of Closing, a Property shall be affected by any special or general assessments (including the amounts of any unpaid installments of each assessment), such assessments (or unpaid installments thereof) shall be assumed by Purchaser; provided that Sellers shall be responsible for any such assessments (or installments thereof) that are due and payable prior to the Date of Closing, and any installments that relate to a fiscal period that straddles the Date of Closing shall be apportioned between the parties on the basis of such fiscal period, as of 12:01am on the Date of Closing.

(b) Rentals (including minimum rent and periodic payments for real estate tax contributions, common area maintenance cost payments, insurance and other payments, howsoever designated in each Lease (other than “Percentage Rent” (as defined in the Lease) and Reconciliation Payments, as hereinafter defined), which are paid by Lessee pursuant to the Lease prior to the Date of Closing for the month of Closing or any month after the Closing shall be prorated on a per diem basis as of 12:01am on the Date of Closing.

(c) Percentage Rent, if any, payable under the Lease shall be prorated with respect to the calendar year, lease year, or other applicable payment period (“Payment Period”) in which the Closing occurs on a per diem basis based on the number of days that each party owned the Property within the Payment Period as and when collected. Seller shall be entitled to any Percentage Rent collected which pertains to a Payment Period under the Lease which ends on a date prior to the date of Closing. Seller shall be entitled to a portion (prorated on a per diem basis as of the date of Closing) of any Percentage Rent collected which pertains to a Payment Period under the Lease covering a period prior to the date of Closing where such Payment Period begins prior to the Date of Closing and ends after the date of Closing.

(d) “Reconciliation Payments” (such as year end payments or refunds on account of real estate tax contributions, common area maintenance cost payments and insurance and other payments) made by or to Lessee under the Leases for the applicable billing period (e.g., calendar year, lease year, fiscal year, tax year, etc.) during which the Closing occurs shall be apportioned between Purchaser and Sellers based on the amount paid or payable by Purchaser and Sellers respectively for those costs and expenses that are subject to year end adjustments in accordance with the terms of the Leases (“Adjustable Costs”), less the amount of any payment received by Purchaser and Sellers respectively with respect thereto (including adjustments under this Agreement in accordance with Sections 8.4(a) and 8.4(b) above). Sellers shall, not later than thirty (30) days after Closing, deliver to Purchaser, a detailed computation showing all expenses incurred by Sellers on account of all such Adjustable Costs for the period from the beginning of the applicable billing period (e.g., calendar year, lease year, fiscal year, tax year, etc.) through and including the Date of Closing, and the amount of payments on account of Adjustable Costs theretofore collected by Sellers under the Leases (as adjusted pursuant to Section 8.4(b) above) (“Tenant Charge Estimates”), together with copies of all invoices and other evidence documenting such computation in detail required by the Leases. Purchaser shall include the Adjustable Costs incurred by Sellers into a single post closing reconciliation statement for one or more Reconciliation Payments as and when appropriate for annual reconciliation of Adjustable Costs under the Leases.

(e) Purchaser and Sellers agree to apply all rental payments (including minimum rent and installments on account of real estate tax contributions, real estate maintenance cost payments and insurance and other payments (howsoever designated in each Lease)) received from the Lessee under the Leases after the Date of Closing as follows:

(i) first, to any rents then owing for any calendar month or months following the calendar month in which the Closing occurs until the Lessee under the applicable Lease is current in the payment of all such rent;

(ii) next, to rents owing for the calendar month in which the Closing occurs;

(iii) next, to rents owing for any calendar month or months preceding the calendar month in which the Closing occurs until the Lessee under the applicable Lease, is current;

provided however, Percentage Rent shall be apportioned between Purchaser and Sellers in accordance with Section 8.4(c) above, and Reconciliation Payments designated as such by the Lessees shall be apportioned between Purchaser and Sellers in accordance with Section 8.4 (d) above, whether or not the Lessees owes other rents at such time.

(f) Neither party shall have the right to enter into any agreement that purports to compromise claims belonging to the other, without the other party’s prior written consent. Any such sums collected by Purchaser or Sellers (or their respective affiliates, successor or assigns) payable to the other hereunder, shall be paid within fifteen (15) days of receipt of the applicable payment. If at the Date of Closing, Lessee owes any Seller any money (“Delinquent Rents”), Purchaser shall use commercially reasonable efforts, for a period of ninety (90) days following the Date of Closing, to collect the same for application in accordance with the above terms of this Section 8.4; provided that Purchaser shall not be obligated to commence legal proceedings to collect any Delinquent Rents on behalf of any Seller. Such applicable Seller shall have the right, subsequent to Closing, at its sole expense, to collect any Delinquent Rents directly from Lessee, including bringing a collection action against Lessee; provided that any such legal action or collection shall not name or join Purchaser as a party in such action, nor include the right to evict Lessee or terminate the Lease, whether pursuant to the Lease provisions or otherwise. To the extent any Delinquent Rents are collected by Purchaser, subject to clauses (i), (ii) and (iii) of Section 8.4(e), such amounts, net of reasonable costs of collection, including without limitation, reasonable attorney’s fees, shall be paid to Sellers no later than fifteen (15) days following the date on which such amounts have been received by Purchaser or its agent.

(g) The provisions of this Section 8.4 shall survive Closing.

8.5 If, at Closing, there are any encumbrances outstanding, other than the Permitted Encumbrances, or any other charges affecting the Properties, Sellers may use all or a portion of the Purchase Price to satisfy the same. The existence of any such encumbrances or charges shall not be deemed objections to title if Sellers shall discharge such encumbrances and/or charges at Closing.

8.6 Purchaser shall pay (i) all fees for the recording of the Deeds (except as set forth in Section 8.7 below); (ii) one-half (1/2) of the cost of the premium for the issuance of a CLTA title policy in the amount of the Purchase Price for the Redding Property and the Merced Property, (iii) the additional premium, if any, for issuance of an ALTA policy for the Redding Property and Merced Property, (iv) the cost, if any, for extended coverage for the owner’s policies of title insurance as well as the cost of all endorsements thereto (excluding, however, those endorsements necessary to cure a Required Removal Item or one or more of the matters set forth in the Objection Notice which Seller has agreed to cure in Seller’s Response Notice, which shall be issued at Seller’s sole cost and expense); (v) the cost of obtaining a lender’s policy of title insurance, if any; and (vi) the costs of the Surveys.

8.7 Sellers shall pay (i) the costs of recording any documents clearing title to the Properties; (ii) any tax stamps, realty transfer tax, fee or other similar charge imposed by an applicable statute, rule or regulation by reason of the transfer of title to any such Property; (iii) the cost of standard coverage for an owner’s policy of title insurance in the amount of the Purchase Price for the Tampa Property; and (iv) one-half (1/2) of the cost of the premium for the issuance of a CLTA title policy for the Redding Property and the Merced Property.

8.8 Purchaser and Sellers shall equally share escrow and closing fees, if any, charged by the Title Company. Purchaser and Sellers shall each be responsible for their respective legal fees.

ARTICLE 9. RISK OF LOSS.

9.1(a) In the event any “material” (as defined herein) loss or damage with respect to any Property occurs prior to the Date of Closing, Purchaser may, at Purchaser’s sole option, terminate this Agreement with respect to such Property by giving written notice to Sellers, in which event, $150,000.00 of the Deposit shall be returned to Purchaser, the Purchase Price shall be reduced by the portion of the Purchase Price allocated to such Property, and the remaining Sellers and Purchaser shall be obligated to proceed to the Closing with respect to the remaining Properties in accordance with the terms and provisions of this Agreement. The term “material” as used in this Section 9.1(a) shall mean a fire or other casualty that, according to a reasonable estimate, acceptable to Purchaser and the applicable Seller, results in damage to the Property which would cost in excess of ten percent (10%) of the Purchase Price allocated to such Property to repair and restore such Property to the condition to which the Lessee is required to restore such Property pursuant to the terms of the corresponding Lease. In the event of any loss or damage to any Property, or any portion thereof, which does not result in a termination of this Agreement with respect to such Property, the applicable Seller shall at Closing, and as a condition precedent thereto, pay to Purchaser or credit to Purchaser against the Purchase Price the amount of any insurance proceeds received by such Seller, or assign to Purchaser, as of the Date of Closing in a form reasonably acceptable to Purchaser and such Seller, all rights or claims to the same, and in addition thereto such Seller shall credit to Purchaser at Closing the amount of any applicable insurance deductible under policies of insurance required to be maintained by such Seller under the applicable Lease.

(b) If, prior to the Date of Closing, a governmental authority commences any action for condemnation or a taking, or threatens an imminent action for condemnation or a taking of any Property, or portion thereof, (a “Taking”) and such condemnation or taking would give any Lessee of such Property the right to terminate its Lease with respect to such Property, then Purchaser may terminate this Agreement with respect to such Property upon notice to such Seller given within ten (10) days after the date of receipt of notice of such Taking, or the Date of Closing, whichever is earlier, whereupon, One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) of the Deposit shall be returned to Purchaser, the Purchase Price shall be reduced by the portion of the Purchase Price allocated to such Property, and the remaining Sellers and Purchaser shall be obligated to proceed to Closing with respect to the remaining Properties in accordance with the terms and provisions of this Agreement. If a Taking of any Property, or portion thereof, would give any Lessee of such Property the right to reduce Minimum Rent (howsoever defined in the Leases) under the terms of the Lease for such Property, then provided this Agreement has not been terminated with respect to such Property, the Purchase Price shall be reduced so that the portion of the Purchase Price allocated to such Property shall equal the product of the Purchase Price allocated to such Property immediately prior to such reduction, multiplied by a fraction, the numerator of which shall be the Minimum Rent payable immediately after such reduction in Minimum Rent, and the denominator of which shall be the Minimum Rent payable immediately prior to such reduction in Minimum Rent. If, however, the Taking of any Property, or portion thereof, would give any Lessee of such Property the right to reduce Minimum Rent, and the Purchase Price would be reduced pursuant to the preceding sentence by an amount greater than ten percent (10%) of the Purchase Price allocated to such Property, then such Seller shall have the right to terminate this Agreement with respect to such Property by giving written notice to Purchaser, in which event, One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) of the Deposit shall be returned to Purchaser, the Purchase Price shall be reduced by the portion of the Purchase Price allocated to such Property (without giving effect to any reduction in such portion of the Purchase Price pursuant to the preceding sentence), and the remaining Sellers and Purchaser shall be obligated to proceed to Closing with respect to the remaining Properties in accordance with the terms and provisions of this Agreement. In the event of a Taking of any Property, or any portion thereof, which results in a reduction in the Purchase Price, the applicable Seller shall at Closing, and as a condition precedent thereto, pay to Purchaser or credit to Purchaser against the Purchase Price the amount of any condemnation proceeds received by such Seller which is required to be paid or made available to Lessee for restoration under the applicable Lease, and such Seller shall be entitled to receive and retain any condemnation proceeds in excess thereof. In the event of a Taking of any Property which neither results in a termination of this Agreement with respect to the affected Property, nor results in a reduction of the Purchase Price, the applicable Seller shall at Closing, and as a condition precedent thereto, pay to Purchaser or credit to Purchaser against the Purchase Price the amount of any condemnation proceeds received by such Seller which has not been paid or made available to the Lessee under the applicable Lease, and/or assign to Purchaser, as of the Date of Closing in a form reasonably acceptable to Purchaser and such Seller, all rights or claims of such Seller to any condemnation proceeds with respect to such Taking.

ARTICLE 10. BROKERAGE.

10.1 Purchaser and Sellers each represent that it has dealt with no broker or brokers with respect to the Properties or the negotiation, execution or delivery of this Agreement other than CB Richard Ellis, Inc. (the “Broker”). At Closing, Sellers shall pay a broker’s commission to the Broker pursuant to a separate brokerage agreement. Each party shall indemnify, defend and hold each other harmless from and against any claims or demands for brokerage commissions, finder’s fees or other compensation resulting from a breach by it of the foregoing representations.

ARTICLE 11. REMEDIES.

11.1 Notwithstanding any law, rule of court or custom to the contrary, if Sellers shall default in any of their obligations to be performed under this Agreement and such default shall continue for ten (10) days after Sellers receipt of notice thereof from Purchaser, Purchaser’s sole remedies for Sellers failure to perform its obligations under this Agreement shall be the right to:

(i) terminate this Agreement, whereupon the Deposit shall be refunded to Purchaser and Sellers shall be required to promptly reimburse Purchaser for all out-of-pocket costs and expenses incurred by Purchaser in connection with the transactions contemplated by this Agreement (which obligation shall survive the termination of this Agreement), and thereafter, except with respect to those matters expressly stated to survive termination of this Agreement, neither party shall have any further liability hereunder; or

(ii) seek to obtain specific performance of Sellers obligations hereunder, provided that any action for specific performance shall be commenced within one hundred twenty (120) days after such default.

11.2 IF PURCHASER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, AND SUCH DEFAULT SHALL CONTINUE FOR TEN (10) DAYS AFTER PURCHASER’S RECEIPT OF NOTICE THEREOF FROM SELLERS, SELLERS SHALL HAVE THE RIGHT TO CANCEL AND TERMINATE THIS AGREEMENT, IN WHICH EVENT THE TITLE COMPANY SHALL IMMEDIATELY PAY THE DEPOSIT TO SELLERS AS LIQUIDATED DAMAGES, AND NOT AS A PENALTY, AND UPON SUCH TERMINATION, EACH PARTY SHALL BE RELEASED FROM ALL DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT (EXCEPT WITH RESPECT TO THOSE MATTERS EXPRESSLY STATED TO SURVIVE TERMINATION OF THIS AGREEMENT). SELLERS AND PURCHASER ACKNOWLEDGE AND AGREE THAT IF PURCHASER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, SELLERS SHALL BE ENTITLED TO DAMAGES BUT THAT SUCH DAMAGES WILL BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN. THEREFORE, SELLER AND PURCHASER AGREE THAT THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF SELLERS DAMAGES. ADDITIONALLY, THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389.

Initials of Sellers: /s/ MF /s/ MF /s/ MF                 Initials of Purchaser: /s/ TW

ARTICLE 12. SURVIVAL.

12.1 Except as to those matters expressly stated to survive closing of title hereunder, delivery and acceptance of the Deeds at Closing shall be deemed to constitute full compliance by Sellers with all of the terms, covenants and conditions on Sellers’ part to be performed.

ARTICLE 13. NOTICES.

13.1 Subject to the further provisions of this Article 13, whenever it is provided herein that any notice, demand, request, consent, approval or other communication shall or may be given to either of the parties by the other, it shall be in writing and, any law or statute to the contrary notwithstanding, shall not be effective for any purpose unless same shall be given or served by registered or certified mail, postage prepaid, return receipt requested, or by a recognized overnight mail carrier (public or private) addressed as follows:

If to Seller:	VNO TRU Hilltop Drive LP
	VNO TRU Olive Avenue LP
	VNO TRU Dale Mabry, LLC
	c/o Vornado Realty Trust
	210 Route 4 East
	Paramus, New Jersey 07652
	Attention: Chief Financial Officer
with a copy to:	VNO TRU Hilltop Drive LP
	VNO TRU Olive Avenue LP
	VNO TRU Dale Mabry, LLC
	c/o Vornado Realty Trust
	888 Seventh Avenue
	New York, New York 10019
	Attention: Senior Vice President
If to Purchaser:	Series C, LLC
	c/o Cole Real Estate Investments
	2555 E. Camelback Road, Suite 400
	Phoenix, Arizona 85016
	Attention: Legal Department
with a copy to:	Kutak Rock LLP
	8601 N. Scottsdale Road, Suite 300
	Scottsdale, Arizona 85253
	Attention: Jason D. Stych

or at such other address as either party may from time to time designate by notice to the other as herein provided.

13.2 Any notice hereunder shall be deemed to have been given or served on the date on which such notice is delivered to the party intended; delivered to the then designated address of the party intended; rejected at the then designated address of the party intended; or upon inability to deliver because of changed address of which no notice was given. Notices may be given as to a Property by the Seller thereof without joinder by the other Sellers. Notices may be given by a party’s attorney or other representative.

ARTICLE 14. ASSIGNABILITY.

14.1 This Agreement may not be assigned by Purchaser without Sellers’ prior consent, except that Seller’s consent shall not be required for Purchaser to assign this Agreement in whole or in part (on a Property by Property basis) to one or more entities which is an “affiliate” of Cole Operating Partnership II, LP or Cole REIT III Operating Partnership, LP at the time of Closing. The term “affiliate” means a person, corporation, partnership, limited liability company or other business entity who or which directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or control with Cole Operating Partnership II, LP or Cole REIT III Operating Partnership, LP. Purchaser may not assign this Agreement until and unless such assignment includes an assignment of the Deposit (or the portion allocable to the affected Property or Properties) and the assignee assumes in writing all of Purchaser’s rights, duties and obligations under this Agreement with respect to the affected Property or Properties (other than the obligation to deliver the Deposit if the Deposit was previously delivered to the Title Company) and a true and correct copy of such assumption is delivered to Seller at or prior to Closing. In the event Purchaser desires to assign this Agreement to anyone other than an “affiliate” of Cole Operating Partnership II, LP or Cole REIT III Operating Partnership, LP it may do so only with the written consent of Seller which consent may be granted or withheld in Seller’s discretion.

ARTICLE 15. SELLER COVENANTS.

15.1 Sellers agree that they shall not after the expiration of the Due Diligence Period, without Purchaser’s prior written consent, not to be unreasonably withheld: (i) amend any Lease in any manner except as may be required under the terms of such Lease (and Sellers shall give Purchaser five (5) business days notice before entering into any such amendment); (ii) to the extent Sellers’ consent is required under the respective Lease and can be withheld without violating standards of reasonableness required by the Lease, or implied covenants of good faith and fair dealing, consent to an assignment of any Lease or a sublease of the premises demised thereunder; (iii) consent to any termination or surrender of any Lease, (iv) to the extent Sellers’ consent is required under the respective Lease and can be withheld without violating standards of reasonableness required by the Lease, or implied covenants of good faith and fair dealing, consent to an alteration of the premises demised thereunder; (v) grant any rent abatement or concessions to Lessee; and/or (vi) enter into any contracts of sale or letters of intent for the acquisition or disposition of any of the Properties. The form of any amendment or consent required or permitted to be granted by Sellers under this Section 15.1 shall be subject to the review and approval by Purchaser, which approval shall not be unreasonably withheld, condition or delayed, and shall be deemed granted if not reasonably denied within five (5) business days after the date on which such form has been provided to Purchaser. Prior to the expiration of the Due Diligence Period, Sellers shall give Purchaser not less than five (5) business days notice prior to undertaking any of the foregoing.

15.2 From the Execution Date and until the Date of Closing, or sooner termination of this Agreement, Sellers shall use commercially reasonable efforts to enforce the terms of the Leases requiring the Lessee to: (i) maintain the existing insurance policies covering the Properties or, if any of such policy is expiring, cause such policy to be replaced with a new policy containing the same coverage; and (ii) maintain the Properties in the condition required by the terms of the Leases.

15.3 From the Execution Date and until the Date of Closing or sooner termination of this Agreement, Sellers shall: (i) deliver to Purchaser, promptly after sending or receipt by Sellers, a copy of all written default and other material notices to and from Lessee and all written notices of any violations issued to Sellers by governmental authorities with respect to any Property and any other material notices received from any governmental authority with respect to any Property; (ii) not alter, amend or become a party to any new agreement with respect to any of the Properties unless the agreement is terminable within thirty (30) days after the Closing and such termination can occur without penalty or other cost to Purchaser; (iii) perform their obligations under all Leases, REA’s, contracts and Permitted Encumbrances; (iv) not settle any condemnation claim or insurance casualty claim without Purchaser’s prior written consent, not to be unreasonably withheld or delayed; (v) not, without the prior written consent of Purchaser, not to be unreasonably withheld, take any action before any governmental authority, the object of which would be to change the present zoning of or other land-use limitations upon any Property or any portion thereof or its potential use; (vi) use commercially reasonable efforts to enforce the obligations of Lessee under the Leases; (vii) not perform any alterations of a structural nature at any of the Properties, except if required pursuant to the Leases or by applicable law; and (viii) not remove any machinery, furniture, fixtures, equipment and items of personal property of any Seller attached or appurtenant to, located on or used in the ownership, use, operation or maintenance of the corresponding Property or the improvements thereon, unless same is replaced with similar items of equal or better value.

ARTICLE 16. MISCELLANEOUS.

16.1 This Agreement may be executed in counterparts, each of which shall be deemed an original. The signature of a party to any counterpart may be attached to any other counterpart. Any counterpart to which is attached the signatures of all parties shall constitute an original of this Agreement.

16.2 This Agreement, the Preliminary Statement and Exhibits annexed hereto and hereby made a part hereof constitute the entire understanding between the parties hereto and all prior agreements between the parties with respect to the subject matter hereof are deemed to be merged herein.

16.3 This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed, interpreted and enforced in accordance with the internal laws of the State of New Jersey (without giving effect to the principles thereof relating to conflicts of law), except to the extent the laws of the State where the Properties are located are required to apply.

16.4 If either party brings an action at law or in equity to enforce or interpret this Agreement, the prevailing party in such action shall be entitled to recover reasonable attorney’s fees and court costs for all stages of litigation, including, but not limited to, appellate proceedings, in addition to any other remedy granted under this Agreement.

16.5 The rule of strict construction shall not apply to this Agreement. This Agreement has been prepared by Sellers and their professional advisors and reviewed and modified by Purchaser and its professional advisors. Sellers, Purchaser and their separate advisors believe that this Agreement is the product of all of their efforts, that it expresses their agreements, and that it should not be interpreted in favor of or against either Sellers or Purchaser merely because of their efforts in preparing it.

16.6 If any clause or provision of this Agreement is held to be illegal, invalid or unenforceable, or the application thereof to any person or circumstance shall to any extent be illegal, invalid or unenforceable, under present or future laws effective during the term hereof or of any provisions hereof which survive Closing, then and in any such event, it is the express intention of the parties hereto that the remainder of this Agreement, or the application of such clause or provision other than to those as to which it is held illegal, invalid or unenforceable, shall not be affected thereby, and each clause or provision of this Agreement and the application thereof shall be legal, valid and enforceable to the fullest extent permitted by law.

16.7 This Agreement shall apply to, inure to the benefit of and be binding upon and enforceable against the parties hereto and their respective successors, permitted assigns, heirs, executors, administrators and legal representatives to the same extent as if specified at length throughout this Agreement.

16.8 Time is of the essence of this Agreement. The term “days” shall be deemed to mean calendar days. If the date for performance of any action or for the expiration of any time period shall fall on a weekend or a holiday honored by the federal government, such date of performance or expiration shall be extended until the next business day.

16.9 The headings inserted at the beginning of each paragraph are for convenience of reference only and shall not limit or otherwise affect or be used in the construction of any of the terms or provisions hereof. The plural shall include the singular and the singular, the plural, wherever the context so requires. The use of any one gender shall include all others.

16.10 This Agreement shall not be modified or amended unless such amendment is set forth in writing and executed by both Sellers and Purchaser with the formalities hereof.

16.11 Between the Execution Date through and including the Date of Closing, except as otherwise expressly provided herein, each party to this Agreement shall not (and shall cause its respective agents, employees, attorneys and advisors, including, without limitation, financial institutions, to not) disclose, make known, divulge, disseminate or communicate the Purchase Price or any of the terms of this Agreement or this transaction or any agreement, document or understanding pertinent to the transaction contemplated by this Agreement or the Properties, except (i) as required by law, and (ii) to its agents, employees, attorneys and advisors including, without limitation, financial institutions, involved in the subject transaction. Furthermore, between the Execution Date through and including the Date of Closing, all Due Diligence Materials provided by Sellers or its agents and representatives to Purchaser with respect to the Properties (“Confidential Information”) shall be treated as confidential information by Purchaser, using the same degree of care a reasonably prudent person would employ with respect to its own proprietary or confidential information of like importance. Notwithstanding the foregoing, Purchaser may disclose Confidential Information (i) to its respective consultants, investors, lenders, appraisers, attorneys, accountants, advisers, and affiliates (collectively, “Related Parties”), provided the Purchaser shall advise each parties of the confidential nature of such information and that such parties are required to maintain the confidentiality thereof, and (ii) to the extent Purchaser is required to disclose the same pursuant to a court order, applicable laws or pursuant to a legal dispute between Purchaser and Seller. Purchaser and the Related Parties shall not be obligated to keep confidential any Confidential Information that (1) is already in the public domain, (2) is or becomes generally available to the public other than as a result of a disclosure by Purchaser, or (3) is or becomes available to Purchaser on a non-confidential basis from a source other than Seller who, to Purchaser’s knowledge, is not subject to a confidentiality agreement with, or other obligation of secrecy to, Seller prohibiting such disclosure. The provisions of this Section 16.11 shall survive any termination of this Agreement for a period of twelve (12) months.

16.12 Sellers may elect to exchange any one or more of the Properties for another property of a like kind. The parties acknowledge that it is Sellers’ intent that the exchange qualify as a tax-deferred exchange under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”). Therefore, to the extent possible, the provisions of this Section 16.12 shall be interpreted consistently with this intent. Sellers shall provide Purchaser with a written statement stating its intent to enter into an exchange at least three (3) days prior to the Date of Closing. If Sellers exercise the right to exchange one or more of the Properties, a Seller may, on or before the Date of Closing, assign its rights under this Agreement to a “qualified intermediary”, as defined in Treasury Regulation 1.1031(k)-1(g)(4) (the “Accommodator”) or transfer a Property or the Properties to the Accommodator subject to all of Purchaser’s rights under this Agreement. In either case, all or a portion of the payments which Purchaser is obligated to make to Sellers under this Agreement, as designated by Sellers, shall be made to an escrow agent or the Accommodator, as appropriate, and not to Sellers. Purchaser agrees to reasonably cooperate with the Sellers and the Accommodator in arranging the exchange, at no cost or expense to Purchaser, other than legal fees of Purchaser’s counsel to review the documents described below. Purchaser shall execute any and all documents reasonably requested by Sellers and the Accommodator to facilitate the exchange as a tax-deferred exchange under Section 1031 of the Code and the Treasury Regulations thereunder, including, but not limited to, any appropriate amendment to this Agreement and any appropriate escrow instructions; provided, however, that no such document shall adversely affect Purchaser in any respect or change any of the economic terms and conditions of the transaction contemplated by this Agreement with respect to Purchaser. In no event shall Purchaser be obligated to acquire title to any other property. The obligations of the parties under this Section 16.12 shall survive the Closing and the delivery of the Deeds.

16.13 Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in building in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. “This disclosure is made pursuant to Florida Statute Section 404.056(8) and is not intended to be a warranty by any party as to the presence or absence of radon gas.”

16.14 Purchaser and Sellers represent and warrant to the other that it is not listed, nor is it owned or controlled by, or acting for or on behalf of any person or entity, on the list of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control of the United States Department of the Treasury, or to such party’s knowledge, any other list of persons or entities with whom the other party is restricted from doing business with. Purchaser and Sellers shall provide documentary and other evidence of its identity and ownership as may be reasonably requested by the other party at any time to enable such other party to verify Purchaser’s or Seller’s, as applicable, identity or to comply with any legal requirement.

16.15 Sellers have each appointed Vornado Realty Trust (“Vornado”), whose address is 210 Route 4 East, Paramus, New Jersey 07652, as its authorized signatory, to execute this Agreement. Purchaser acknowledges that Vornado will not be acting in a personal capacity, but rather in a representative capacity as the authorized signatory for Sellers. Purchaser agrees that it shall look only to the Seller of the applicable Property and said Seller’s assets for the performance of such Seller’s obligations under this Agreement and for the satisfaction of any right of Purchaser for the collection of any claim, judgment or other judicial determination (whether at law or in equity) or arbitration award requiring the payment of money, and neither Vornado nor any of its agents, incorporators, shareholders, beneficiaries, trustees, officers, directors, employees, partners, principals (disclosed or undisclosed) or affiliates or any of their respective assets or property shall be subject to any claim, judgment, levy, lien, execution, attachment or other enforcement procedure (whether at law or in equity) for the satisfaction of Purchaser’s rights and remedies under or with respect to this Agreement, the relationship of Purchaser and Sellers under this Agreement or under law or any liability or obligation of Sellers to Purchaser. The limitation of Sellers’ liability under this Agreement shall apply with equal force and effect to, and as a limitation on and a waiver of any liability of, Vornado.

SIGNATURE PAGE

FOR

PURCHASE AND SALE AGREEMENT

BETWEEN

VNO TRU HILLTOP DRIVE LP, VNO TRU OLIVE AVENUE LP,

VNO TRU DALE MABRY, LLC

AND

SERIES C, LLC

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.

PURCHASER:	SERIES C, LLC, an Arizona limited liability company
	By:	/s/ Todd J. Weiss
	Name:	Todd J. Weiss
	Title:	Authorized Officer

Remainder of Page Intentionally Left Blank

SIGNATURE PAGE

FOR

PURCHASE AND SALE AGREEMENT

BETWEEN

VNO TRU HILLTOP DRIVE LP, VNO TRU OLIVE AVENUE LP, VNO TRU DALE MABRY LLC

AND

SERIES C, LLC

SELLERS:

VNO TRU HILLTOP DRIVE LP, a Delaware limited partnership
	By:	Vornado Realty Trust,
		Its authorized signatory
		By:	/s/ Michael Fascitelli
		Name:	Michael Fascitelli
		Title:	CEO
VNO TRU OLIVE AVENUE LP, a Delaware limited partnership
	By:	Vornado Realty Trust,
		Its authorized signatory
		By:	/s/ Michael Fascitelli
		Name:	Michael Fascitelli
		Title:	CEO
VNO TRU DALE MABRY LLC, a Delaware limited liability company
	By:	Vornado Realty Trust,
		Its authorized signatory
		By:	/s/ Michael Fascitelli
		Name:	Michael Fascitelli
		Title:	CEO

EX-10.10

Exhibit 10.10

PURCHASE AGREEMENT

AND ESCROW INSTRUCTIONS

Between

VILLAGE DEVELOPMENT — BLAIR, LLC

as Seller

and

SERIES C, LLC

as Buyer

February 22, 2012

PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS

DATED:	Dated to be effective as of February 22, 2012 (the “Effective Date”).
PARTIES:	This Purchase Agreement and Escrow Instructions is between VILLAGE DEVELOPMENT — BLAIR, LLC, as “Seller”, and SERIES C, LLC, as “Buyer”.

WHEREAS, as of the Effective Date, Seller is the fee title owner of that certain improved property located at 1260 Washington Street, Blair, Nebraska, as legally described on Exhibit A attached hereto (the “Real Property”);

WHEREAS, the Real Property is improved with a building containing approximately 14,820 square feet (the “Building”) which Real Property and Building is leased to Walgreen Co. (“Tenant”) in accordance with the Lease dated July 18, 2007 by and between Seller and Tenant (the “Lease”). The Real Property, the Building, the improvements to the Real Property (the “Improvements”), the personal property, if any, of Seller located on the Real Property and Seller’s interest in the Lease and all rents issued and profits due or to become due thereunder are hereinafter collectively referred to as the “Property”; and

WHEREAS, Buyer desires to purchase the Property from Seller and Seller desires to sell the Property to Buyer free and clear of all liens, all as more particularly set forth in this Purchase Agreement and Escrow Instructions (the “Agreement”).

NOW THEREFORE, in consideration of the promises set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer (the “Parties” or a “Party”) hereby agree as follows:

1. INCORPORATION OF RECITALS. All of the foregoing Recitals are hereby incorporated as agreements of the Parties.

2. BINDING AGREEMENT. This Agreement constitutes a binding agreement between Seller and Buyer for the sale and purchase of the Property subject to the terms set forth in this Agreement. Subject to the limitations set forth in this Agreement, this Agreement shall bind and inure to the benefit of the Parties and their respective successors and assigns. This Agreement supersedes all other written or verbal agreements between the Parties concerning any transaction embodied in this Agreement. No claim of waiver or modification concerning the provision of this Agreement shall be made against a Party unless based upon a written instrument signed by such Party.

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3. INCLUSIONS IN PROPERTY.

(a) The Property. The term “Property” shall also include the following:

(1) all tenements, hereditaments and appurtenances pertaining to the Real Property;

(2) all mineral, water and irrigation rights, if any, running with or otherwise pertaining to the Real Property;

(3) all interest, if any, of Seller in any road adjoining the Real Property;

(4) all interest, if any, of Seller in any award made or to be made or settlement in lieu thereof for damage to the Property by reason of condemnation, eminent domain or exercise of police power;

(5) all of Seller’s interest in the Building, the Improvements and any other improvements and fixtures on the Real Property;

(6) all of Seller’s interest, if any, in any equipment, machinery and personal property on or used in connection with the Real Property (the “Personalty”);

(7) the Lease and security deposit, if any, now or hereafter due thereunder; and,

(8) all of Seller’s interest, to the extent transferable, in all permits and licenses (the “Permits”), warranties (specifically including any warranty related to the roof of the Building), contractual rights and intangibles (including rights to the name of the improvements as well as architectural/engineering plans) with respect to the operation, maintenance, repair or improvement of the Property (the “Contracts”).

(b) The Transfer Documents. Except for the Personalty which shall be transferred by that certain bill of sale from Seller to Buyer, the approved form of which is attached hereto as Exhibit B (the “Bill of Sale”), the Lease which is to be transferred by that certain assignment and assumption of lease, the approved form of which is attached hereto as Exhibit C (the “Assignment of Lease”), the Permits and Contracts which are to be transferred by that certain assignment agreement, the approved form of which is attached hereto as Exhibit D (the “Assignment Agreement”), all components of the Property shall be transferred and conveyed by execution and delivery of Seller’s special warranty deed, the approved form of which is attached hereto as Exhibit E (the “Deed”). The Bill of Sale, the Assignment of Lease, the Assignment Agreement and the Deed are hereinafter collectively referred to as the “Transfer Documents”.

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4. PURCHASE PRICE. The price to be paid by Buyer to Seller for the Property is FOUR MILLION TWO HUNDRED FORTY-TWO THOUSAND FOUR HUNDRED TWENTY FOUR and NO/100 DOLLARS ($4,242,424.00) (the “Purchase Price”), payable as follows:

(a) Seventy Five Thousand and No/100 Dollars ($75,000.00) earnest money (said deposit, together with any and all interest earned or accrued thereon, the “Earnest Money Deposit”) to be deposited in escrow with First American Title National Commercial Services, The Esplanade Commercial Center, 2425 E. Camelback Road, Suite 300, Phoenix, Arizona 85016, Attention: Brandon Grajewski (“Escrow Agent”) not later than five (5) business days following the receipt by Escrow Agent of a fully-executed original of this Agreement (said receipt by Escrow Agent of both a fully-executed original of this Agreement and the Earnest Money Deposit, the “Opening of Escrow”), which Earnest Money Deposit is to be held by Escrow Agent until released to Seller or Buyer as provided herein or paid to Seller at close of escrow (“COE”); and

(b) Four Million One Hundred Sixty Seven Thousand Four Hundred Twenty Four and No/100 Dollars ($4,167,424.00) in additional cash, or other immediately available funds (as may be increased or decreased by such sums as are required to take into account any additional deposits, prorations, credits, or other adjustments required by this Agreement), to be deposited in escrow with Escrow Agent on or before COE, which sum is to be held by Escrow Agent until cancellation of this Agreement as provided herein or paid to Seller at COE.

5. DISPOSITION OF EARNEST MONEY DEPOSIT. Seller and Buyer hereby instruct Escrow Agent to place the Earnest Money Deposit in a federally insured interest-bearing passbook account on behalf of Seller and Buyer. The Earnest Money Deposit shall be applied as follows:

(a) if Buyer cancels this Agreement as Buyer is so entitled to do as provided in this Agreement, the Earnest Money Deposit shall be paid immediately to Buyer;

(b) if the Earnest Money Deposit is forfeited by Buyer pursuant to this Agreement, such Earnest Money Deposit shall be paid to Seller as Seller’s agreed and total liquidated damages, it being acknowledged and agreed that it would be difficult or impossible to determine Seller’s exact damages; and

(c) if escrow closes, the Earnest Money Deposit shall be credited to Buyer, automatically applied against the Purchase Price and paid to Seller at COE.

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6. PRELIMINARY TITLE REPORT AND OBJECTIONS. Within ten (10) days after the Opening of Escrow, Escrow Agent shall deliver a current Preliminary Title Report (the “Report”) for an ALTA extended coverage title insurance policy (the “Owner’s Policy”) on the Property to Buyer and Seller. The Report shall show the status of title to the Property as of the date of the Report and shall also describe the requirements of Escrow Agent for the issuance of the Owner’s Policy as described herein. The cost of the Owner’s Policy shall be split equally by the Seller and Buyer; provided, however, that any additional costs for an extended coverage policy, endorsements thereto (excluding, however, those endorsements required to cure one or more Objectionable Matters (as hereinafter defined), which endorsements shall be issued at Seller’s sole cost and expense), or any lender’s title policy shall be paid by Buyer. In addition to the Report, Escrow Agent shall simultaneously deliver to Buyer complete, legible copies of all documents identified in Part Two of Schedule B of the Report. If Buyer is dissatisfied with any exception to title as shown in the Report and/or any matter disclosed in the Survey (as defined in Section 9 below) or by any of Seller’s Diligence Materials (as defined in Section 8 below) (collectively, the “Objectionable Matters”), then Buyer may either, by giving written notice thereof to Seller and Escrow Agent on or before expiration of the Study Period (as defined below) (a) cancel this Agreement, whereupon the Earnest Money Deposit shall be returned to Buyer together with all documents deposited in escrow by Buyer, or (b) provisionally accept the title subject to Seller’s agreement to cause the removal of or otherwise cure the Objectionable Matters, in which case Seller shall (at its sole cost) remove or otherwise cure the Objectionable Matters before COE. Seller shall notify Buyer in writing within five (5) days after receiving Buyer’s written notice of disapproval or objection if Seller does not intend to remove (or cause the Escrow Agent to endorse over to Buyer’s satisfaction) or otherwise cure any such Objectionable Matters. Seller’s lack of response shall be deemed as Seller’s affirmative commitment to remove or otherwise cure the Objectionable Matters prior to COE. If written notice of dissatisfaction is not timely given by Buyer to Seller pursuant to this Section 6, then Buyer shall be deemed to have disapproved of the condition of the title of the Property as shown by the Report, and shall have elected to terminate this Agreement, whereupon the Earnest Money Deposit shall be returned to Buyer and all other obligations under this Agreement shall terminate. In the event the Report is amended to include new exceptions that are not set forth in a prior Report, Buyer shall have until the later of (i) the expiration of the Study Period, or (ii) the date that is five (5) business days after Buyer’s receipt of the amended Report and complete, legible copies of the documents identified in the new exceptions or new requirements within which to cancel this Agreement and receive a refund of the Earnest Money Deposit or to provisionally accept the title subject to Seller’s agreement to cause the removal of or otherwise cure any disapproved exceptions or objections (also, “Objectionable Matters”). Seller shall notify Buyer in writing within five (5) days after receiving Buyer’s written notice of disapproval or objection if Seller does not intend to remove (or cause the Escrow Agent to endorse over to Buyer’s satisfaction) or otherwise cure any such additional Objectionable Matters. Seller’s lack of response shall be deemed as Seller’s affirmative commitment to remove or otherwise cure the Objectionable Matters prior to COE. If Seller serves notice to Buyer that Seller does not intend to remove or otherwise cure such Objectionable Matters before COE, Buyer shall, within ten (10) days thereafter, notify Seller and Escrow Agent in writing of Buyer’s election to either (i) terminate this Agreement, whereupon the Earnest Money Deposit shall be returned to Buyer and all other obligations under this Agreement shall terminate, or (ii) Buyer may waive such Objectionable Matters and the transaction shall close as scheduled. If Seller agrees to remove or otherwise cure the Objectionable Matters but fails or is unable to do so by the scheduled COE date, or if Buyer otherwise receives notice that Seller has failed or refused to remove or otherwise cure the Objectionable Matters, Buyer shall, within ten (10) days of either said COE date or its receipt of notice of such failure or inability, notify Seller and Escrow Agent in writing of Buyer’s election to either (i) declare Seller to be in default under this Agreement and terminate this Agreement, whereupon the Earnest Money Deposit shall be returned to the Buyer, and all other obligations under this Agreement shall terminate, or (ii) waive such Objectionable Matters whereupon the transaction shall close five (5) business days after Buyer notifies Seller of such election. If written notice of such election is not timely given by Buyer pursuant to the foregoing sentence, then Buyer shall be deemed to have elected to terminate this Agreement as set forth in such sentence.

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7. BUYER’S STUDY PERIOD.

(a) The Study Period. Buyer shall have until 11:59 p.m. MST on the later of the (i) thirtieth (30^th) day after the execution of this Agreement by both parties, or (ii) thirtieth (30^th) day after Buyer’s receipt of all deliveries of Seller’s Diligence Materials (the “Study Period”), at Buyer’s sole cost, within which to conduct and approve any investigations, studies or tests deemed necessary by Buyer, in Buyer’s sole discretion, to determine the feasibility of acquiring the Property, including, without limitation, Buyer’s right to: (i) review and approve the Survey, the Lease, Seller’s operating statements with respect to the Property and the Contracts; (ii) meet and confer with Tenant; and, (iii) obtain, review and approve an environmental study of the Real Property and Building (collectively, “Buyer’s Diligence”).

(b) Right of Entry. Subject to the prior rights of the Tenant of the Property, Seller hereby grants to Buyer and Buyer’s agents, employees and contractors the right to enter upon the Property, at any time or times prior to COE, to conduct Buyer’s Diligence. In consideration therefor, Buyer shall and does hereby agree to indemnify and hold Seller harmless from any and all liabilities, claims, losses or damages, including, but not limited to, court costs and attorneys’ fees, which may be incurred by Seller as a direct result of Buyer’s Diligence. Buyer’s indemnity and hold harmless obligation shall survive cancellation of this Agreement or COE.

(c) Cancellation. Unless Buyer so notifies Seller or Escrow Agent, in writing, on or before the end of the Study Period of Buyer’s acceptance of Buyer’s Diligence and waiver of the contingencies as set forth in this Section 7, this Agreement shall be canceled and the Earnest Money Deposit shall be returned immediately to Buyer and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation under this Agreement.

(d) Tenant Right of First Refusal or Right of First Offer. Notwithstanding the fact that the Lease may contain a tenant right of first refusal or right of first offer (either such right, a “ROFR”), Buyer hereby agrees that the Study Period shall commence and run as set forth in Section 7(a) above, and commencement thereof shall not be tolled pending receipt of a written waiver of such ROFR by Tenant; provided, however, that in return therefor, Seller hereby agrees that, in the event Tenant does give notice of its intent to exercise the ROFR or does actually exercise the ROFR, Seller shall promptly reimburse to Buyer all reasonable out-of-pocket and third-party property diligence expenses incurred by Buyer, including, without limitation, reasonable attorneys’ fees and costs.

(e) Diligence Cost Reimbursement. If, prior to the expiration of the Study Period, Buyer discovers a fact or a fact is disclosed to Buyer, which fact Seller knew of or reasonably should have known of but failed to disclose in Seller’s Diligence Materials, and which fact has, in the sole but reasonable discretion of Buyer, a material adverse effect on the Property, title thereto, the value thereof, the marketability thereof, or its use as pharmacy with drive-through service, upon termination of this Agreement by Buyer prior to the expiration of the Study Period, Seller shall reimburse Buyer for the reasonable and actual out-of-pocket and third-party property diligence expenses incurred by Buyer, including, without limitation, reasonable attorneys’ fees and costs. If the Agreement is terminated by Buyer as set forth in this Subsection 7(e), Seller shall promptly pay to Buyer an amount equal to the costs incurred by Buyer in connection with its property diligence activities upon receipt from Buyer of reasonable evidence of such costs, such as invoices from third parties and/or other supporting documentation.

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8. DELIVERY OF SELLER’S DILIGENCE MATERIALS.

(a) Deliveries to Buyer. Seller agrees to deliver to Buyer contemporaneously with the Opening of Escrow copies of the following: (i) the Lease, (ii) ALTA/ACSM Land Title Survey dated August 26, 2008, prepared by Larry Van Fleet of Ehrhart Griffin & Associates (the “Survey”), (iii) Phase I Environmental Site Assessment dated March 9, 2007, the Limited Subsurface Investigation dated March 21, 2007, and the Additional Subsurface Investigation dated April 18, 2007, all prepared by Bureau Veritas North America, Inc. (collectively, the “Environmental Assessment”), (iv) copies of all warranties and guarantees in connection with the Improvements; (v) copies of the prior year’s tax bills; (vi) certificates evidencing all insurance coverage required to be maintained by Tenant under the Lease [available at http://www.walgreens.com/marketing/about/insurance/default.jsp], (vii) maintenance history, capital expenditure history, and litigation history; and (viii) the site plan (collectively, “Seller’s Diligence Materials”), all at no cost to Buyer. Should Seller receive new or updated information regarding any of the matters set forth in this Section 8(a) after the Effective Date and prior to COE, Seller will immediately notify Buyer of such fact and will promptly deliver complete copies thereof to Buyer.

(b) Delivery by Buyer. If this Agreement is canceled for any reason, except Seller’s willful default hereunder, Buyer agrees to deliver to Seller upon payment by Seller to Buyer of Buyer’s cost thereof, copies of those investigations, studies and/or tests which Buyer may have elected to obtain.

9. THE SURVEY. Promptly after the Opening of Escrow, Buyer shall cause a surveyor licensed in the State of Nebraska to complete and deliver to Escrow Agent, Buyer and Seller a current, certified ALTA As-Built survey of the Real Property, Building and Improvements (the “Survey”), whereupon the legal description in the Survey shall control over the description in Exhibit A attached hereto to the extent they may be inconsistent. The Survey shall set forth the legal description and boundaries of the Property and all easements, encroachments and improvements thereon.

10. IRS SECTION 1445. Seller shall furnish to Buyer in escrow by COE a sworn affidavit (the “Non-Foreign Affidavit”) stating under penalty of perjury that Seller is not a “foreign person” as such term is defined in Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended (the “Tax Code”). If Seller does not timely furnish the Non-Foreign Affidavit, Buyer may withhold (or direct Escrow Agent to withhold) from the Purchase Price an amount equal to the amount required to be so withheld pursuant to Section 1445(a) of the Tax Code, and such withheld funds shall be deposited with the Internal Revenue Service as required by such Section 1445(a) and the regulations promulgated thereunder. The amount withheld, if any, shall nevertheless be deemed to be part of the Purchase Price paid to Seller.

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11. DELIVERY OF POSSESSION. Seller shall deliver possession of the Property to Buyer at COE subject only to the rights of Tenant under the Lease as approved by Buyer as part of Buyer’s Diligence.

12. BUYER’S CONDITIONS PRECEDENT. In addition to all other conditions precedent set forth in this Agreement, Buyer’s obligations to perform under this Agreement and to close escrow are expressly subject to the following:

(a) the delivery by Seller to Escrow Agent, for delivery to Buyer at COE, of the executed original Transfer Documents;

(b) the issuance of the Owner’s Policy (or a written commitment therefor) subject only to those matters approved or deemed approved by Buyer pursuant to this Agreement;

(c) the delivery by Seller to Buyer at COE of all security deposits and pre-paid/abated rents under the Lease, if any, in the form of a credit in favor of Buyer against the Purchase Price;

(d) the deposit by Seller with Buyer not later than five (5) days prior to COE of an original estoppel certificate dated not more than thirty (30) days prior to COE executed by Tenant naming Buyer (or its designee) as addressee and verifying the basic facts of the Lease (term, rental, expiration date, options, if any exist) and confirming that there are no defaults by the landlord under the Lease, no unpaid tenant improvement allowances or leasing commissions, which certificate must be reasonably acceptable to Buyer;

(e) reserved;

(f) the delivery by Seller to Buyer of the final Certificate of Occupancy for the Improvements;

(g) the delivery by Seller to Buyer of an architect’s affidavit in the form attached hereto as Exhibit F;

(h) the delivery by Seller to Buyer of a copy of the leasehold title insurance policy provided to Tenant;

(i) the deposit with Escrow Agent of a letter from Seller to Tenant requesting that future rent under the Lease be paid to Buyer;

(j) to the extent the Property is subject to zoning regulations, the receipt by Buyer of evidence reasonably satisfactory to Buyer that the Property is properly zoned for its intended use and that the Property is in full compliance with all such zoning regulations;

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(k) there has been no “Insolvency Event” with respect to the Tenant. As used in this subsection (l), an “Insolvency Event” shall have occurred if the Tenant becomes insolvent within the meaning of the United States Bankruptcy Code, 11 U.S.C. Sec. 101 et seq., as amended (the “Bankruptcy Code”), files or notifies Seller or any affiliate of Seller that it intends to file a petition under the Bankruptcy Code, initiates a proceeding under any similar law or statute relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts (collectively, hereinafter, an “Action”), becomes the subject of either a petition under the Bankruptcy Code or an Action, or is not generally paying its debts as the same become due;

(l) delivery by Seller to Escrow Agent, for delivery to Buyer at COE, of the original, fully-executed Lease, and a copy of all guaranties thereof, all exhibits, amendments and other modifications thereto, and, if seller is not the original landlord under the Lease, all assignments necessary to establish that Seller is the successor-in-interest to the landlord’s rights under the Lease; and

(m) delivery by Seller to Escrow Agent, for delivery to Buyer at COE, of originals of the Contracts and Permits, if any, in the possession of Seller or Seller’s agents, including, without limitation, any warranties covering the roof or any other part of the Improvements, and any correspondence with respect thereto, together with such non-proprietary leasing and property manuals, files and records which are material in connection with the continued operation, leasing and maintenance of the Property.

If the foregoing conditions have not been satisfied by the specified date or COE as the case may be, then Buyer shall have the right, at Buyer’s sole option, by giving written notice to Seller and Escrow Agent, to (i) cancel this Agreement, whereupon the Earnest Money Deposit shall be paid immediately by Escrow Agent to Buyer and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation under this Agreement, or (ii) extend such specified date or COE, as applicable, for such amount of time as Buyer deems reasonably necessary to allow Seller to satisfy such conditions.

13. SELLER’S WARRANTIES. Seller hereby represents and warrants to Buyer as of the Effective Date and again as of COE that:

(a) there are no unrecorded leases (other than the Lease), liens or encumbrances which may affect title to the Property; any existing financing secured by the Property or any part thereof shall be satisfied and discharged in full at or prior to the originally-scheduled COE and any liens or encumbrances relating thereto shall be terminated and released of record at or prior to the originally-scheduled COE; and Seller does not have any defeasance, lender approval or prepayment obligations with respect to any existing financing which will delay the originally-scheduled COE;

(b) to Seller’s knowledge, no notice of violation has been issued with regard to any applicable regulation, ordinance, requirement, covenant, condition or restriction relating to the present use or occupancy of the Property by any person, authority or agency having jurisdiction;

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(c) to Seller’s knowledge, there are no intended public improvements which will or could result in any charges being assessed against the Property which will result in a lien upon the Property;

(d) to Seller’s knowledge, there is no impending or contemplated condemnation or taking by inverse condemnation of the Property, or any portion thereof, by any governmental authorities;

(e) there are no suits or claims pending or to Seller’s knowledge, threatened with respect to or in any manner affecting the Property, nor does Seller know of any circumstances which should or could reasonably form the basis for any such suits or claims which have not been disclosed in writing to Buyer by Seller;

(f) Seller has not entered into and there is not existing any other agreement, written or oral, under which Seller is or could become obligated to sell the Property, or any portion thereof, to a third party, other than the ROFR, and Seller will not enter into nor execute any such agreement without Buyer’s prior written consent;

(g) Seller has not and will not, without the prior written consent of Buyer, take any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land-use limitations, upon the Property, or any portion thereof, or its potential use, and, to Seller’s knowledge, there are no pending proceedings, the object of which would be to change the present zoning or other land-use limitations;

(h) this transaction will not in any way violate any other agreements to which Seller is a party;

(i) Seller has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, the approved forms of which are attached hereto as Exhibits;

(j) no default of Seller exists under the Lease and, to Seller’s knowledge, no default of Tenant exists under the Lease; Seller has not received any notice or correspondence from Tenant or any of such Tenant’s agents indicating Tenant’s desire, willingness or intent to amend, modify or terminate the Lease;

(k) the Lease was negotiated in an arms-length transaction;

(l) no default of Seller exists under any of the Contracts and, to Seller’s knowledge, no default of the other parties exists under any of the Contracts;

(m) no consent of any third party is required in order for Seller to enter into this Agreement and perform Seller’s obligations hereunder, except receipt of the waiver of the ROFR from Tenant;

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(n) except for any item to be prorated at COE in accordance with this Agreement, all bills or other charges, costs or expenses arising out of or in connection with or resulting from Seller’s use, ownership, or operation of the Property up to COE shall be paid in full by Seller;

(o) all general real estate taxes, assessments and personal property taxes that have become due with respect to the Property (except for those that will be prorated at COE) have been paid or will be so paid by Seller prior to COE;

(p) from the Effective Date hereof until COE or the earlier termination of this Agreement, Seller shall (i) operate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to the date hereof, and shall perform in all material respects, its obligations under the Lease, (ii) not amend, modify or waive any material rights under the Lease, and (iii) maintain the existing or comparable insurance coverage, if any, for the Improvements which Seller is obligated to maintain under the Lease;

(q) except as set forth in Seller’s Diligence Materials, Seller has no actual knowledge that there exists or has existed, and Seller itself has not caused any generation, production, location, transportation, storage, treatment, discharge, disposal, release or threatened release upon, under or about the Property of any Hazardous Materials. “Hazardous Materials” shall mean any flammables, explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or related materials, asbestos or any material containing asbestos (including, without limitation, vinyl asbestos tile), or any other substance or material, defined as a “hazardous substance” by any federal, state, or local environmental law, ordinance, rule or regulation including, without limitation, the Federal Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, the Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and Recovery Act, as amended, and the rules and regulations adopted and promulgated pursuant to each of the foregoing;

(r) except as set forth in Seller’s Diligence Materials, to Seller’s actual knowledge, there is not now, nor has there ever been, on or in the Property underground storage tanks, any asbestos-containing materials or any polychlorinated biphenyls, including those used in hydraulic oils, electric transformers, or other equipment. Seller hereby assigns to Buyer, effective as of COE, all claims, counterclaims, defenses, or actions, whether at common law, or pursuant to any other applicable federal or state or other laws which Seller may have against any third parties relating to the existence of any Hazardous Materials in, at, on, under or about the Property (including Hazardous Materials released on the Property prior to COE and continuing in existence on the Property at COE);

(s) should Seller receive notice or knowledge of any information regarding any of the matters set forth in this Section 13 after the Effective Date and prior to COE, Seller will immediately notify Buyer of the same in writing;

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(t) the execution, delivery and performance of this Agreement and the Transfer Documents, the approved forms of which are attached hereto as Exhibits, have not and will not constitute a breach or default under any other agreement, law or court order under which Seller is a party or may be bound;

(u) Seller shall exercise good faith efforts to obtain prior to COE an original estoppel certificate executed by all other parties to any applicable reciprocal easement agreement or declaration of covenants, conditions and/or restrictions and addressed or certified to Buyer and Lender stating that such instrument is in full force and effect and is not modified (except as disclosed in such estoppel certificate) and, to the best knowledge of the party giving the estoppel, the other party or parties thereto is/are not in default under the applicable instrument and all amounts, if any, owing under the applicable agreement have been paid in full; Buyer acknowledges and agrees that the receipt of any such estoppel shall not be a condition precedent to closing; and

(v) all representations made in this Agreement by Seller shall survive the execution and delivery of this Agreement and COE for a period of one (1) year. Seller shall and does hereby indemnify against and hold Buyer harmless from any loss, damage, liability and expense, together with all court costs and attorneys’ fees which Buyer may incur, by reason of any material misrepresentation by Seller or any material breach of any of Seller’s warranties. Seller’s indemnity and hold harmless obligations shall survive COE for a period of one (1) year.

14. BUYER’S WARRANTIES. Buyer hereby represents to Seller as of the Effective Date and again as of COE that:

(a) Buyer has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, the approved forms of which are attached hereto as Exhibits;

(b) there are no actions or proceedings pending or to Buyer’s knowledge, threatened against Buyer which may in any manner whatsoever affect the validity or enforceability of this Agreement or any of the Transfer Documents, the approved forms of which are attached hereto as Exhibits;

(c) the execution, delivery and performance of this Agreement and the Transfer Documents, the approved forms of which are attached hereto as Exhibits, have not and will not constitute a breach or default under any other agreement, law or court order under which Buyer is a party or may be bound;

(d) should Buyer receive notice or knowledge of any information regarding any of the matters set forth in this Section 14 after the Effective Date and prior to COE, Buyer will promptly notify Seller of the same in writing; and

(e) all representations made in this Agreement by Buyer shall survive the execution and delivery of this Agreement and COE for a period of one (1) year. Buyer shall and does hereby indemnify against and hold Seller harmless from any loss, damage, liability and expense, together with all court costs and attorneys’ fees, if awarded by a court of law, which Seller may incur, by reason of any material misrepresentation by Buyer or any material breach of any of Buyer’s warranties. Buyer’s indemnity and hold harmless obligations shall survive COE for a period of one (1) year.

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15. RENTS AND DEPOSITS. Seller and Buyer agree that, in addition to all other conditions and covenants contained herein, Seller shall deliver to Buyer and Escrow Agent not later than the day immediately prior to COE information, certified by Seller to be true and accurate as of the date thereof and as of the date of COE, with respect to (i) the amount of Tenant’s security deposit under the Lease, if any, and (ii) prepaid and/or abated rents, including, without limitation, the amount thereof and the date to which such rents have been paid.

16. BROKER’S COMMISSION. Concerning any brokerage commission, the Parties agree as follows:

(a) the Parties warrant to one another that they have not dealt with any finder, broker or realtor in connection with this Agreement except Roger Massell of The Lennox/Massell Companies and Dick Hadler of Richard Hadler & Associates, LLC (collectively, the “Brokers”) and except as otherwise set forth in that certain Mutual Agreement and Release, the form of which is attached hereto as Schedule 16(a) and which shall be executed by all parties thereto prior to expiration of the Study Period;

(b) if any person shall assert a claim to a finder’s fee or brokerage commission on account of alleged employment as a finder or broker in connection with this Agreement (including Brokers), the Party under whom the finder or broker is claiming shall indemnify and hold the other Party harmless from and against any such claim and all costs, expenses and liabilities incurred in connection with such claim or any action or proceeding brought on such claim, including, but not limited to, counsel and witness fees and court costs in defending against such claim. The provisions of this subsection shall survive cancellation of this Agreement or COE; and

(c) Seller shall be responsible for payment of a commission to Brokers pursuant to a separate written agreement between Seller and Brokers, which commission shall be paid at COE.

17. CLOSE OF ESCROW. COE shall be on or before 5:00 p.m. MST on such date as Buyer may choose by giving not less than five (5) days prior written notice to Seller and Escrow Agent (the “Closing Date”), provided in no event shall the Closing Date be later than twenty-one (21) days after the expiration of the Study Period (the “Closing Deadline”).

18. ASSIGNMENT. This Agreement may not be assigned by Seller without the prior written consent of Buyer which consent shall not be unreasonably withheld. Buyer may assign its rights under this Agreement to an affiliate of Buyer without seeking or obtaining Seller’s consent. Such assignment shall not become effective until the assignee executes an instrument whereby such assignee expressly assumes each of the obligations of Buyer under this Agreement, including specifically, without limitation, all obligations concerning the Earnest Money Deposit. Buyer may also designate someone other than Buyer, as grantee and/or assignee, under the Transfer Documents by providing written notice of such designation at least five (5) days prior to COE. No assignment shall release or otherwise relieve Buyer from any obligations hereunder.

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19. RISK OF LOSS. Seller shall bear all risk of loss, damage or taking of the Property which may occur prior to COE. In the event of any loss, damage or taking prior to COE, Buyer may, at Buyer’s sole option, by written notice to Seller and Escrow Agent, cancel this Agreement whereupon the Earnest Money Deposit shall be paid immediately by Escrow Agent to Buyer and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation hereunder. In the alternative, Buyer may attempt to negotiate an appropriate downward adjustment of the Price. If Seller and Buyer cannot agree upon such a downward adjustment within a reasonable period (not to exceed ten (10) days from the date Buyer receives notice of the loss) Buyer may cancel this Agreement as provided above. In the event of any loss, damage or taking which does not result in a termination of this Agreement, Seller shall at COE and as a condition precedent thereto, pay Buyer or credit Buyer against the Purchase Price the amount of any insurance or condemnation proceeds, or assign to Buyer, as of COE and in a form acceptable to Buyer, all rights or claims for relief to the same.

20. REMEDIES.

(a) Seller’s Breach. If Seller breaches this Agreement, including, without limitation, a breach of any representation or warranty of Seller set forth herein, Buyer may, at Buyer’s sole option, either: (i) by written notice to Seller and Escrow Agent, cancel this Agreement whereupon the Earnest Money Deposit shall be paid immediately by Escrow Agent to Buyer, Seller shall promptly reimburse to Buyer its reasonable out-of-pocket and third-party property diligence expenses and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation hereunder; (ii) extend the date scheduled for COE for such reasonable period of time as may be required to permit Seller to cure or remedy such breach (provided such period of time shall not exceed thirty (30) days unless such greater period of time is agreed to in writing by Seller); or (iii) seek specific performance against Seller in which event COE shall be automatically extended as necessary. Notwithstanding the foregoing, if specific performance is unavailable as a remedy to Buyer because of Seller’s affirmative act or intentional omission, Buyer shall be entitled to pursue all rights and remedies available at law or in equity.

(b) Buyer’s Breach. If Buyer breaches this Agreement, as its sole remedy Seller shall be entitled to retain the Earnest Money Deposit in accordance with subsection 5(b) as Seller’s agreed and total liquidated damages. Seller hereby waives any right to seek any equitable or legal remedies against Buyer.

21. ATTORNEYS’ FEES. If there is any litigation to enforce any provisions or rights arising herein, the unsuccessful party in such litigation, as determined by the court, agrees to pay the successful party, as determined by the court, all costs and expenses, including, but not limited to, reasonable attorneys’ fees incurred by the successful party, such fees to be determined by the court.

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22. NOTICES.

(a) Addresses. Except as otherwise required by law, any notice required or permitted hereunder shall be in writing and shall be given by personal delivery, or by deposit in the U.S. Mail, certified or registered, return receipt requested, postage prepaid, addressed to the Parties at the addresses set forth below, or at such other address as a Party may designate in writing pursuant hereto, or telecopy (fax), or any express or overnight delivery service (e.g., Federal Express), delivery charges prepaid:

if to Seller:	Village Development – Blair, LLC
	c/o Village Development
	1045 Lincoln Mall, Suite 300
	Lincoln, NE 68508
	Attn: Mr. Tamas R. Allan
	Tel.: (402) 476-1909
	Fax: (402) 476-2169
with a copy to:	Woods & Aitken LLP
	301 S. 13th Street, Suite 500
	Lincoln, NE 68508
	Attn: Jennifer Strand, Esq.
	Tel.: (402) 437-8522
	Fax: (402) 437-8558
if to Buyer:	Series C, LLC
	2325 E. Camelback Road, Suite 1100
	Phoenix, AZ 85016
	Attn: Legal Department
	Tel.: (602) 778-8700
	Fax: (480) 449-7012
with a copy to:	Snell & Wilmer L.L.P.
	One Arizona Center
	400 E. Van Buren Street
	Phoenix, AZ 85004
	Attn: Kevin T. Lytle, Esq.
	Tel.: (602) 382-6065
	Fax: (602) 382-6070
If to Escrow Agent:	First American Title Insurance Company
	2425 E. Camelback Road, Suite 300
	Phoenix, AZ 85016
	Attn: Mr. Brandon Grajewski
	Tel.: (602) 567-8145
	Fax: (602) 567-8101

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(b) Effective Date of Notices. Notice shall be deemed to have been given on the date on which notice is delivered, if notice is given by personal delivery or telecopy, and on the date of deposit in the mail, if mailed or deposited with the overnight carrier, if used. Notice shall be deemed to have been received on the date on which the notice is received, if notice is given by personal delivery, and on the second (2nd) day following deposit in the U.S. Mail, if notice is mailed. If escrow has opened, a copy of any notice given to a party shall also be given to Escrow Agent by regular U.S. Mail or by any other method provided for herein.

23. CLOSING COSTS.

(a) Closing Costs. Seller and Buyer agree to pay closing costs as indicated in this Agreement and in the escrow instructions attached hereto as Exhibit G, and by this reference incorporated herein (the “Escrow Instructions”). At COE, Seller shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases, (ii) one-half the fees and costs due Escrow Agent for its services, (iii) the transfer tax associated with the sale of the Property, if any, and (iv) all other costs to be paid by Seller under this Agreement. At COE, Buyer shall pay (i) one-half the fees and costs due Escrow Agent for its services, (ii) the cost of the Survey, and (iii) all other costs to be paid by Buyer under this Agreement. Except as otherwise provided for in this Agreement, Seller and Buyer will each be solely responsible for and bear all of their own respective expenses, including, without limitation, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein.

(b) Prorations. There shall be no proration of real estate taxes. All real estate taxes levied against the Property for the calendar year 2010 and all prior calendar years shall be paid in full at or prior to Closing. The parties hereto acknowledge that Tenant is responsible for the payment of all personal and real property taxes and assessments levied or assessed against the Property during the term of the Lease.

All other prorations shall be calculated through escrow as of COE based upon the latest available information, including, without limitation, a credit to Buyer for any rent prepaid by Tenant for the period beginning with and including the date on which the closing occurs through and including the last day of the month in which the closing occurs. All other credits to Buyer shall be similarly prorated. Any other closing costs not specifically designated as the responsibility of either Party in the Escrow Instructions or in this Agreement shall be paid by Seller and Buyer according to the usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at COE. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as provided in this Section 23(a), Seller and Buyer shall each bear their own costs in regard to this Agreement.

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(c) Post-Closing Adjustment. If after COE, the parties discover any errors in adjustments and apportionments or additional information becomes available which would render the closing prorations inaccurate, the same shall be corrected as soon after their discovery as possible. The provision of this Section 23(c) shall survive COE except that no adjustment shall be made later than twelve (12) months after COE unless prior to such date the Party seeking the adjustment shall have delivered a written notice to the other Party specifying the nature and basis for such claim; provided, however, in the event an adjustment is sought due to the fact that current tax bills with respect to the Property had not yet been issued as of COE, the provisions of this Section 23(c) shall survive with respect to any closing proration of real property taxes until thirty (30) days after Buyer’s receipt of tax bills for the period of time during which COE occurred. In the event that such claim is valid, the Party against whom the claim is sought shall have ten (10) days in which to remit any adjustment due.

(d) Instructions. This Agreement, together with the Escrow Instructions, shall constitute escrow instructions for the transaction contemplated herein. Such escrow instructions shall be construed as applying principally to Escrow Agent’s employment.

(e) Survival. The provisions of this Section 23 shall survive COE.

24. ESCROW CANCELLATION CHARGES. If escrow fails to close because of Seller’s default, Seller shall be liable for any cancellation charges of Escrow Agent. If escrow fails to close because of Buyer’s default, Buyer shall be liable for any cancellation charges of Escrow Agent. If escrow fails to close for any other reason, Seller and Buyer shall each be liable for one-half of any cancellation charges of Escrow Agent. The provisions of this Section 24 shall survive cancellation of this Agreement.

25. APPROVALS. Concerning all matters in this Agreement requiring the consent or approval of any Party, the Parties agree that any such consent or approval shall not be unreasonably withheld unless otherwise provided in this Agreement.

26. INTENTIONALLY DELETED.

27. ADDITIONAL ACTS. The Parties agree to execute promptly such other documents and to perform such other acts as may be reasonably necessary to carry out the purpose and intent of this Agreement.

28. GOVERNING LAW. This Agreement shall be governed by and construed or enforced in accordance with the laws of the State of Nebraska.

29. CONSTRUCTION. The terms and provisions of this Agreement represent the results of negotiations among the Parties, each of which has been represented by counsel of its own choosing, and neither of which has acted under any duress or compulsion, whether legal, economic or otherwise. Consequently, the terms and provisions of this Agreement shall be interpreted and construed in accordance with their usual and customary meanings, and the Parties each hereby waive the application of any rule of law which would otherwise be applicable in connection with the interpretation and construction of this Agreement that ambiguous or conflicting terms or provisions contained in this Agreement shall be interpreted or construed against the Party whose attorney prepared the executed Agreement or any earlier draft of the same.

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30. TIME OF ESSENCE. Time is of the essence of this Agreement. However, if this Agreement requires any act to be done or action to be taken on a date which is a Saturday, Sunday or legal holiday, such act or action shall be deemed to have been validly done or taken if done or taken on the next succeeding day which is not a Saturday, Sunday or legal holiday, and the successive periods shall be deemed extended accordingly.

31. INTERPRETATION. If there is any specific and direct conflict between, or any ambiguity resulting from, the terms and provisions of this Agreement and the terms and provisions of any document, instrument or other agreement executed in connection herewith or in furtherance hereof, including any Exhibits hereto, the same shall be consistently interpreted in such manner as to give effect to the general purposes and intention as expressed in this Agreement which shall be deemed to prevail and control.

32. HEADINGS. The headings of this Agreement are for reference only and shall not limit or define the meaning of any provision of this Agreement.

33. FAX AND COUNTERPARTS. This Agreement may be executed by facsimile and/or in any number of counterparts. Each party may rely upon any facsimile or counterpart copy as if it were one original document.

34. INCORPORATION OF EXHIBITS BY REFERENCE. All Exhibits to this Agreement are fully incorporated herein as though set forth at length herein.

35. SEVERABILITY. If any provision of this Agreement is unenforceable, the remaining provisions shall nevertheless be kept in effect.

36. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the Parties and supersedes all prior agreements, oral or written, with respect to the subject matter hereof. The provisions of this Agreement shall be construed as a whole and not strictly for or against any Party.

37. INDEMNITY. Seller shall indemnify, hold harmless and defend Buyer, Buyer’s affiliates, the partners, trustees, shareholders, directors, officers, attorneys, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns (collectively, the “Indemnified Parties”) from any and all demands, claims (including, without limitation, causes of action in tort), legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”) that may arise on account of or in any way be connected with any actions, suits, proceedings or claims brought by third parties against Buyer (a) relating to any actual or alleged events, acts or omissions occurring with respect to the Property prior to COE, and/or (b) based upon Buyer’s ownership of the Property but with respect to which the claimed loss, damage or injury occurred prior to COE. Buyer shall indemnify, hold harmless and defend Seller, Seller’s affiliates, the partners, trustees, shareholders, directors, officers, attorneys, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns from any and all Claims that may arise on account of or in any way be connected with any actions, suits, proceedings or claims brought by third parties against Seller (y) relating to any actual or alleged events, acts or omissions occurring with respect to the Property from and after COE, and/or (z) based upon Seller’s ownership of the Property but with respect to which the claimed loss, damage or injury occurred from and after COE. The provisions of this Section 37 shall survive COE.

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38. PRIVILEGE TAXES. Seller represents, warrants and covenants to Buyer that all state and local transaction privilege, sales, excise, use or similar taxes relating to the development, sale or rental of the Property (including, without limitation any speculative builder tax, owner-builder tax, or construction contractor tax) have been paid and Seller shall pay any such taxes that may arise as a result of the sale of the Property to Buyer as and when due. Seller shall indemnify, hold harmless and defend the Indemnified Parties from any and all Claims relating to a breach of the preceding sentence. The provisions of this Section shall survive COE.

IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the Effective Date.

SELLER:	VILLAGE DEVELOPMENT – BLAIR, LLC,
	a Nebraska limited liability company
	By:	/s/ Tamas R. Allan
		Tamas R. Allan, Manager
BUYER:	SERIES C, LLC,
	an Arizona limited liability company
	By:	/s/ Todd J. Weiss
	Name:	Todd J. Weiss
	Its:	Authorized Officer

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ESCROW AGENT’S ACCEPTANCE

The foregoing fully executed Agreement together with the Earnest Money Deposit is accepted by the undersigned this 28th day of February, 2012, which for the purposes of this Agreement shall be deemed to be the date of Opening of Escrow. Escrow Agent hereby accepts the engagement to handle the escrow established by this Agreement in accordance with the terms set forth in this Agreement.

FIRST AMERICAN TITLE INSURANCE COMPANY
By	/s/ Brandon Grajewski
Name	Brandon Grajewski
Its	Escrow Officer

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EX-10.11

Exhibit 10.11

PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS

Between

DEBORAH MAY-BUFFUM, Trustee of

THE BETTY UPHAM GOURAUD TRUST dated May 28, 1980

as Seller

and

ARCTRUST EQUITIES, LLC, a New Jersey limited liability company, or its assignee

as· Buyer

February 29, 2012

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PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS

DATED:	Dated to be effective as of February 29, 2012 (the “Effective Date”).
PARTIES:	This Purchase Agreement and Escrow Instructions is between DEBORAH MAY-BUFFUM, as Trustee of the Betty Upham Gouraud Trust dated May 28, 1980, as “Seller”, and ARCTRUST EQUITIES, LLC, a New Jersey limited liability company, or its assignee, as “Buyer”.

WHEREAS, as of the Effective Date, Seller is the fee title owner of that certain improved property located at premises situated at 4801 South Alameda, Corpus Christi, TX (“Premises”); CVS No. 6992, as legally described on Exhibit A attached hereto (the “Real Property”); and

WHEREAS, as of the Effective Date, the Real Property is improved with a building containing approximately 11,344 square feet (the “Building”) which Real Property and Building are leased to CVS PHARMACY, INC., a Rhode Island corporation, as successor by merger to CVS EGL SOUTH ALAMEDA TX, L.P. (as successor to ECKERD CORPORATION) (“Tenant”) in accordance with a written lease dated September 12, 1997, as amended by that Lease Amendment #1, dated September 12, 1997, and that Lease Amendment #2, executed on March 20, 1998 (collectively, the “Lease”). The Real Property, the Building, the improvements to the Real Property (the “Improvements”), the personal property, if any, of Seller located on the Real Property and Seller’s interest in the Lease and rents and profits to become due thereunder are hereinafter collectively referred to as the “Property”; and

WHEREAS, Buyer desires to purchase the Property from Seller and Seller desires to sell the Property to Buyer, as more particularly set forth in this Purchase Agree1Jfent and Escrow Instructions (the “Agreement”); and

NOW THEREFORE, in consideration of the promises set forth in this Agreement a. d other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer (each, a “Party” and, collectively, the “P arties”) hereby agree as follows:

1. INCORPORATION OF RECITALS. All of the foregoing Recitals are hereby incorporated as agreements of the Parties.

2. BINDING AGREEMENT. This Agreement constitutes a binding agreement between Seller and Buyer for the sale and purchase of the Property subject to the terms set forth in this Agreement. Subject to the limitations set forth in this Agreement, this Agreement shall bind and inure to the benefit of the Parties and their respective successors and assigns. This Agreement supersedes all other written or verbal agreements between the Parties concerning any transaction embodied in this Agreement. No claim of waiver or modification concerning the provision of this Agreement shall be made against a Party unless based upon a written instrument signed by such Party.

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3. INCLUSIONS IN PROPERTY.

(a) The Property. The term “Property” shall also include the following:

(1) all tenements, hereditaments and appurtenances (but without warranty whether statutory, express or implied) pertaining to the Real Property;

(2) all mineral, water and irrigation rights of Seller (but without warranty whether statutory, express or implied), if any, running with or otherwise pertaining to the Real Property;

(3) all interest, if any; of Seller (but without warranty whether statutory, express or implied) in any road adjoining the Real Property;

(4) all interest, if any, of Seller (but without warranty whether statutory, express or implied) in any award made or to be made or settlement in lieu thereof for damage to the Property by reason of condemnation, eminent domain or exercise of police power;

(5) all of Seller’s interest in the Building, the Improvements and any other improvements and fixtures on the Real Property;

(6) all of Seller’s interest, if any, in (but without warranty whether statutory, express or implied) any equipment, machinery and personal property on or used in · connection with the Real Property (the “Personalty”); thereunder; and,

(7) the Lease and security deposit, if any, now or hereafter due

(8) all of Seller’s interest, to the extent transferable, in all permits and licenses (the “Permits”), contractual rights and intangibles (including rights to the name of the Improvements as well as all construction contracts, subcontracts, architectural/engineering plans and/or agreements and similar agreements) with respect to the design, development, construction, operation, maintenance, repair and/or improvement of the Property (collectively, the “Intangibl.es”).

(b) The Transfer Documents. The Personalty shall be transferred by that certain bill of sale from Seller to Buyer, the agreed upon form of which is attached hereto as Exhibit B (the “Bill of Sale”); the Lease shall be transferred by that certain assignment and assumption of lease, the agreed upon form of which is attached hereto as Exhibit C (the “Assignment of Lease”); the Permits and Intangibles shall be transferred by that certain assignment and assumption agreement, the agreed upon form of which is attached hereto as Exhibit D (the “Assignment Agreement”); and the Real Property, the Building and the Improvements shall be transferred and conveyed by execution and delivery of Seller’s special warranty deed, the agreed upon form of which is attached hereto as Exhibit F (the “Deed”). The Bill of Sale, the Assignment of Lease, the Assignment Agreement and the Deed are hereinafter collectively referred to as the “Transfer Documents”. Seller and Buyer (as appropriate) shall duly execute the Transfer Documents and deposit such with the Escrow Agent (defined below) prior to the COE (defined below).

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4. PURCHASE PRICE. The price to be paid by Buyer to Seller for the Property is Three Million One Hundred Sixty-two Thousand and No/100 Dollars ($3,162,000.00) (the “Purchase Price”), payable as follows:

(a) Fifty Thousand and Noll 00 Dollars ($50,000.00) earnest money (said deposit, together with all interest earned or accrued thereon, the “Earnest Money Deposit”) to be deposited in escrow with First American Title National Commercial Services (“Title Company”), The Esplanade Commercial Center, 2425 E. Camelback Road, Suite 300, Phoenix, Arizona 85016, Attention: Brandon Grajewski (“Escrow Agent”) not later than three (3) business days· following the receipt by Escrow Agent of a fully-executed original of this Agreement (said—receipt by Escrow Agent of both a fully-executed original of this Agreement and the Earnest Money Deposit, the “Opening of Escrow”), which Earnest Money Deposit is to be held by Escrow Agent until released to Seller or Buyer as provided herein or paid to Seller at close of escrow (“COE”); .

(b) Three Million One Hundred Twelve Thousand and No/100 Dollars ($3,112,000.00) in additional cash, or other immediately available funds (as may be increased or decreased by such sums as are required to take into account any additional deposits, prorations, credits, or other adjustments required by this Agreement), to be deposited in escrow with Escrow Agent on or before COE, which sum is to be held by Escrow Agent until cancellation of this Agreement as provided herein or paid to Seller at COE.

5. DISPOSITION OF EARNEST MONEY DEPOSIT. Seller and Buyer hereby instruct Escrow Agent to place the Earnest Money Deposit in a federally insured interest-bearing passbook account on behalf of Seller and Buyer. The Earnest Money Deposit shall be applied as follows:

(a) if Buyer cancels this Agreement as Buyer is so entitled to do as provided in this Agreement, the Earnest Money Deposit shall be paid immediately to Buyer;

(b) if the Earnest Money Deposit is forfeited by Buyer pursuant to this Agreement, such Earnest Money Deposit shall be paid to Seller as Seller’s agreed and total liquidated damages, in accordance with Section 22(b); and

(c) if escrow closes, the Earnest Money Deposit shall be credited to Buyer, automatically applied against the Purchase Price and paid to Seller at COE.

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6. PRELIMINARY TITLE REPORT AND OBJECTIONS. (a) Within ten (10) days after the Opening of Escrow, Escrow Agent shall deliver a current Preliminary Title Report (the “Report”) for a standard Texas form of Owner Policy of Title Insurance (the “Owner’s Policy”) on the Property to Buyer and Seller. The Report shall show the status of title to the Property as of the date of the Report and shall also describe the requirements of Escrow Agent for the issuance of the Owner’s Policy as described herein. The cost of the Owner’s Policy shall be paid by the Seller; provided, however, that any additional costs for an extended coverage policy, endorsements thereto (excluding, however, those endorsements required to cure one or more Objectionable Matters (as hereinafter defined), which endorsements shall be issued at Seller’s sole cost and expense), or any lender’s title policy shall be paid by Buyer. In addition to the Report, Escrow Agent shall simultaneously deliver to Buyer legible copies of all documents identified in Part Two of Schedule B of the Report.

(b) If Buyer is dissatisfied with any exception to title as shown in the Report and/or any matter disclosed by the Survey (defined below) (collectively, the “Objectionable Matters”), then Buyer may either, by giving written notice thereof to Escrow Agent and Seller (i) by 6:00 p.m. (PDST) twenty (20) days after the Opening of Escrow, or (ii) ten (10) days from Buyer’s receipt of the Report and the Survey, whichever is later, (a) cancel this Agreement, whereupon the Earnest Money Deposit shall be returned to Buyer together with all documents deposited in escrow by Buyer, or (b) notify Seller in writing of such Objectionable Matters. If Buyer timely has raised any Objectionable Matters, Seller shall have the right (but not the obligation), to be exercised within five (5) business days of receipt of Buyer’s Objectionable Matters, to notify Buyer in writing that it intends to cure any such Objectionable Matters. Failure of Seller to deliver a written notice to Buyer that it intends to cure any Objectionable Matters within such five (5) business day period shall constitute Seller’s refusal to cure such matter(s). Buyer shall have five (5) business days from the earlier of receipt of notice from Seller regarding which Objectionable Matters that Seller will not cure or the expiration of the five (5) business day period described in the preceding sentence to either terminate this Agreement by written notice to Escrow Agent and Seller or waive the applicable Objectionable Matters. Failure of Buyer to deliver a written notice to Seller within such five (5) business day period that Buyer .is waiving the Objectionable Matters that Seller will not cure shall constitute Buyer’s election to terminate this Agreement.

(c) In the event that after the date of the Report any new title matters or exceptions affect title to the Property, or the Title Company issues any amendment or supplement to the Report evidencing any title matter or exception that was not previously revealed on the Report (or an amendment to an existing matter or exception that was not previously revealed in the Report) (as applicable, a “Supplemental Title Exception”), then Buyer may give Seller and Escrow Agent written notice (“Supplemental Title Objection”) of Buyer’s disapproval or conditional approval of any such Supplemental Title Exception on or prior to the date which is five (5) business days after Buyer’s receipt of the applicable title documents evidencing the Supplemental Title Exception. Seller may elect to eliminate or cure any disapproved or conditionally approved matters relating to such Supplemental Title Exception by delivering written notice to Buyer within five (5) business days of receipt of the applicable Supplemental Title Objection. Failure of Seller to deliver a written notice to Buyer that it intends to cure any Supplemental Title Objection(s) within such five (5) business day period shall constitute Seller’s refusal to cure such matter(s). Buyer shall have five (5) business days from the earlier of receipt of notice from Seller regarding whether Seller intends to cure any Supplemental Title Objections or the expiration of the five (5) business day period described in the preceding sentence to either terminate this Agreement by written notice to Escrow Agent and Seller or waive the applicable Supplemental Title Objections. Failure of Buyer to deliver a written notice to Seller within such five (5) business day period that Buyer is waiving the Supplemental Title Objections that Seller will not cure shall constitute Buyer’s election to terminate this Agreement.

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(d) If Seller has elected to cure any Objectionable Matter or Supplemental Title Objection, as the case may be, Seller shall thereupon commence to use commercially reasonable efforts to cure such matter, and shall have until the COE to cure any Objectionable Matters, and a period of thirty (30) days to cure any Supplemental Title Objection, to Buyer’s reasonable satisfaction. In the event that Seller provides written notice stating Seller’s intention to cure any Objectionable Matter or any Supplemental Title Objections, as the case may be, and, if despite using commercially reasonable efforts, Seller is unable to cure such matter within the applicable time period provided in the preceding sentence, Seller shall not be liable therefor; provided, however, that Buyer shall have the right by providing written notice to Escrow Agent and Seller within three (3) business days after the scheduled COE (or in the case of a Supplemental Title Objection, within three (3) business days after expiration of the thirty (30) day cure period) to either (a) waive such Objectionable Matters (or Supplemental Title Objection, as applicable), or (b) terminate this Agreement. In the event that Buyer fails to provide such written notice of termination or waiver within the applicable time period, then Buyer ·shall be deemed to have elected to terminate this Agreement.

(e) If this Agreement is terminated pursuant to this Section 6, then (i) the Deposit shall be returned to· Buyer by Escrow Agent without further instruction; (ii) Buyer shall deliver all documents received by Buyer from Seller to Seller; and (iii) the Escrow shall thereupon be cancelled, and, except as otherwise provided in this Agreement, neither party shall have any further obligation to the other.

(f) Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to satisfy at or prior to COE, (i) any monetary liens, encumbrances or security interests voluntarily placed against Seller’s interest in the Property, (ii) encumbrances that have been voluntarily placed against the Property by Seller after the Effective Date without Buyer’s prior written consent and that will not otherwise be satisfied on or before the COE, and (iii) exceptions that can be removed from the Report by Seller’s delivery of a customary owner’s title affidavit or gap indemnity.

7. BUYER’S STUDY PERIOD.

(a) The Study Period. Buyer shall have until 6:00 p.m. (PDST) on the thirtieth (30th) day after the later of the Opening of Escrow or Buyer’s receipt of Seller’s Diligence Materials (the “Study Period”), at Buyer’s sole cost, within which to conduct and approve any investigations, studies or tests deemed necessary by Buyer, in Buyer’s sole discretion and to determine the feasibility of acquiring the Property (collectively, “Buyer’s Diligence”).

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(b) Inspection.

(i) Subject to the prior rights of the Tenant in the Property, Seller hereby grants to Buyer and Buyer’s agents, employees and contractors the right to enter upon the Property prior to COE to conduct Buyer’s Diligence. Any entry on the Property shall be conducted in a manner so as to not unreasonably interfere with the Tenant’s business operations on the Property. Buyer shall not perform any invasive or destructive testing or examination without advance written permission of the Seller, which permission shall be given in Seller’s sole and absolute discretion, and Buyer shall promptly thereafter restore the Property to its condition immediately preceding such testing or examinations. Buyer may not meet with the Tenant at the Property without Seller’s prior written consent, which shall not be unreasonably withheld. Seller hereby reserves the right to have a representative present at the time of making any such inspection or interviews. Buyer shall notify Seller not less than one (I) business day in advance of making any such inspection or interviews. In making any inspection or interviews hereunder, Buyer will treat, and will cause any representative of Buyer to treat, all non-public information obtained by Buyer pursuant to the terms of this Agreement as confidential using the same degree of care as Buyer employs with respect to its own proprietary or confidential information of like importance, provided that Buyer shall be permitted to disclose such information to its consultants, attorneys, lenders, transferees, investors, appraisers, accountants, advisors and affiliates or to the extent required by law. In consideration therefor, Buyer shall and does hereby agree to defend, indemnify and hold Seller, its Tenant, contractors and employees, harmless from and against any and all claims for expenses, costs, losses, liabilities and/or damages asserted against Seller, its Tenant, contractors and employees, including, but not limited to, court costs and attorneys’ fees, which may be sustained or threatened against Seller as a result of Buyer’s Diligence provided that Buyer shall not be responsible for any damages resulting from a mere discovery of a pre-existing condition at the Real Property or for damages resulting from Seller’s or Tenant’s negligence or willful misconduct. Buyer’s indemnity and hold harmless obligation shall survive cancellation of this Agreement or COE.

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(ii) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENTIT IS UNDERSTOOD AND AGREED THAT WITH RESPECT TO THE LEGAL, PHYSICAL, FINANCIAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY, THE PROPERTY IS BEING SOLD AND CONVEYED HEREUNDER AND, UNLESS BUYER TERMINATES THIS AGREEMENT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, BUYER AGREES TO ACCEPT THE PROPERTY “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” AND SUBJECT TO ANY CONDITION WHICH MAY EXIST, WITHOUT ANY REPRESENTATION OR WARRANTY BY SELLER EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13 OF THIS AGREEMENT. BUYER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT(A) BUYER SHALL BE SOLELY RESPONSIBLE FOR DETERMINING THE STATUS AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, EXISTING ZONJNG DESIGNATIONS, BUILDING REGULATIONS AND GOVERNMENTAL ENTITLEMENT AND DEVELOPMENT REQUIREMENTS APPLICABLE TO THE PROPERTY, AND (B) BUYER IS RELYING SOLELY UPON SUCH INSPECTIONS, EXAMINATION, AND EVALUATION OF THE PROPERTY BY BUYER IN PURCHASING THE PROPERTY ON AN “AS IS,” “WHERE IS” AND “WI1H ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS (OTHER THAN THE LIMITED REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 13 OF THIS AGREEMENT), WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE. EXCEPT FOR A BREACH OF A REPRESENTATION OR WARRANTY CONTAINED IN SECTION 13 OF THIS AGREEMENT, BUYER HEREBY ASSUMES THE RISK OF ALL CONDITIONS, INCLUDING WITHOUT LIMITATION, ENVIRONMENTAL CONDITIONS THAT MAY EXIST ON THE PROPERTY AND HEREBY FULLY AND IRREVOCABLY RELEASES SELLER AND ALL PERSONS, FIRMS, CORPORATIONS AND ORGANIZATIONS ACTING ON ITS BEHALF FROM ANY AND ALL CLAIMS THAT IT MAY NOW HAVB OR HEREAFTER ACQUIRE AGAINST SELLER AND ALL PERSONS, FIRMS, CORPORATIONS AND ORGANIZATIONS ACTING ON ITS BEHALF FOR ANY COSTS, LOSSES, LIABILITIES, DAMAGES, EXPENSES, CONTRIBUTION OBLIGATIONS, DEMANDS, ACTIONS OR CAUSES OF ACTION ARISING FROM OR RELATED TO ANY CONSTRUCTION DEFECTS, ERRORS, OMISSIONS OR OTHER CONDITIONS, LATENT OR OTHERWISE, GEOTECHNICAL AND SEISMIC, AFFECTING THE PROPERTY OR ANY PORTION THEREOF. SUBJECT TO THE FOREGOING PROVISO, THIS RELEASE INCLUDES CLAIMS OF WHICH BUYER IS PRESENTLY UNAWARE OR WHICH BUYER DOES NOT PRESENTLY SUSPECT TO EXIST WHICH, IF KNOWN BY BUYER, WOULD MATERIALLY AFFECT BUYER’S RELEASE OF SELLER.

(iii) Buyer agrees to maintain or cause its contractors, property inspectors and subcontractors to maintain, worker’s compensation and commercial general liability insurance policies having a combined liability limit of at least Two Million and 00/100 Dollars ($2,000,000.00) and property damage limits of at least One Million and 00/100 Dollars ($1,000,000.00) to cover its activities on the Property and to keep the Property free and clear of all mechanics’ and materialmen’s liens or other liens arising out of any of its activities or those of its representatives, agents or contractors. At least five (5) days prior to entering the Property, Buyer shall deliver to Seller a certificate of insurance—evidencing insurance coverage in compliance with the terms of this Section 5(b)(3). The commercial general insurance policy shall be primary and noncontributing with any insurance which may be carried by Seller, and shall designate Seller as an additional insured. The insurance policy shall also provide that it may not be canceled or modified without at least thirty (30) days prior written notice to Seller.

(c) Cancellation. Unless Buyer so notifies Seller or Escrow Agent, in writing, on or before the end of the Study Period of Buyer’s acceptance of Buyer’s Diligence and waiver of the contingencies as set forth in this Section 7, for any or no reason, this Agreement shall be canceled and the Earnest Money Deposit shall be returned immediately to Buyer and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation under this Agreement. In addition, Buyer shall have the right at any time during the Study Period to send written notice to Seller terminating this Agreement tor any or no reason and the Earnest Money Deposit shall be returned immediately to Buyer and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation under this Agreement.

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8. DELIVERY OF SELLER’S DILIGENCE MATERIALS.

(a) Deliveries to Buyer. Seller agrees to deliver to Buyer contemporaneously with the Opening of Escrow all information in Seller’s possession ot control relating to the leasing, operating, maintenance, construction (including any Certificate of Occupancy for the Property), repair, zoning (including any zoning verification letters), platting, engineering, soil tests, water tests, environmental tests, market studies, master planning, architectural drawings and like matters regarding the Property and/or the Tenant (collectively, “Seller’s Diligence Materials”), all at no cost to Buyer. The foregoing deliveries, to the extent in Seller’s possession or control, shall include, but not be limited to, copies (in digital or hard copy) of all: (i) the Lease, including all amendments thereto, guaranties thereof and assignments thereof and, to the extent the landlord is obligated to deliver such a policy to Tenant under the Lease, a copy of the leasehold title insurance policy; (ii) all claims or suits by Tenant or third parties involving the Property or the Lease or any Contracts (whether or not covered by insurance); (iii) any appraisals of the Property; (iv) the site plan with respect to, and survey of the Property; (v) copies of all Contracts and Permits; (vi) Phase I Reports, Phase II Reports and any other environmental reports in Seller’s possession and control concerning the Property; and (vii) any other documents or other materials in the possession of Seller or its agents pertaining to the Property. Should Seller receive new or updated documents or materials regarding any of the matters set forth in this Section 8(a) after the Effective Date and prior to COE, Seller shall immediately deliver a copy of such document or material to Buyer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13 OF THIS AGREEMENT, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER TO BUYER AS TO THE ACCURACY OR CO:MPLETENESS OF THE CONTENT OF ANY DOCUMENTS OR OTHER INFORMATION DELIVERED TO BUYER PURSUANT TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE ACCURACY OR COMPLETENESS OF THE CONTENT OF SELLER’S DILIGENCE MATERIALS.

(b) Delivery by Buyer. If this Agreement is canceled for any reason, except Seller’s willful default hereunder, Buyer agrees to deliver to Seller upon payment by Seller to Buyer of Buyer’s cost thereof, copies of those investigations, studies and/or tests which Buyer may have elected to obtain.

9. THE SURVEY. Promptly after the Opening of Escrow, Buyer, at its sole cost and expense, may cause a surveyor licensed in the State of Texas to complete and deliver to Escrow Agent and Buyer a current, certified ALTA As-Built survey of the Real Property, Building and Improvements (the “Survey”). The Survey shall set forth the legal description and boundaries of the Property and all easements, encroachments and improvements thereon.

10. IRS SECTION 1445. Seller shall furnish to Buyer in escrow by COE a sworn affidavit (the “Non-Foreign Affidavit”) stating under penalty of perjury that Seller is not a “foreign person” as such term is defined in Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended (the “Tax Code”). If Seller does not timely furnish the Non-Foreign Affidavit, Buyer may withhold (or direct Escrow Agent to withhold) from the Purchase Price, an amount equal to the amount required to be so withheld pursuant to Section 1445(a) of the Tax Code, and such withheld funds shall be deposited with the Internal Revenue Service as required by such Section 1445(a) and the regulations promulgated thereunder. The amount withheld, if any, shall nevertheless be deemed to be part of the Purchase Price paid to Seller. ·

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11. DELIVERY OF POSSESSION. Seller shall deliver possession of the Property to Buyer at COE subject only to the rights of Tenant under the Lease as approved by Buyer as part of Buyer’s Diligence.

12. BUYER’S CONDITIONS PRECEDENT. In addition to all other conditions precedent set forth in this Agreement, Buyer’s obligations to perform under this Agreement and to close escrow are expressly subject to the following:

(a) the deposit by Seller to Escrow Agent, for delivery to Buyer at COE, of the original Transfer Documents du1y executed by Seller;

(b) the issuance of the Owner’s Policy (or a written commitment therefor) subject only to those matters approved or deemed approved by Buyer pursuant to Section 6 of this Agreement;

(c) the delivery by Seller to Buyer at COE of all security deposits and pre- paid/abated rents under the Lease, if any, in the form of a credit in favor of Buyer against the Purchase Price;

(d) the deposit by Seller with Escrow Agent (for delivery to Buyer at COE) not later than ten (10) business days prior to COE of an original estoppel certificate, in a form reasonably acceptable to Buyer, dated not more than thirty (30) days prior to COE, executed by Tenant and naming Buyer (or its designee) and such lender of which Buyer provides written notice to Seller pursuant to the notice provisions hereof (“Lender”) as addressees and (x) verifying the basic facts of the Lease (term, rental, expiration date, options, if any exist), (y) confirming that there are no defaults by the landlord under the Lease, no unperformed or “punchlist” construction items and no unpaid tenant improvement allowances or leasing commissions, (ii) a subordination, non-disturbance and attornment agreement executed by Tenant, in form and substance reasonably acceptable to Tenant, for the benefit of Lender, and (iii) an original estoppel certificate executed by all other parties (“Counter Parties”) to any applicable reciprocal easement agreement or declaration of covenants, conditions and/or restrictions (the “REA’s”) and addressed or certified to Buyer and Lender stating that such instrument is in full force and effect and is not modified (except as disclosed in such estoppel certificate) and, to the actual knowledge of the party giving the estoppel, the other party or parties thereto is/are not in default under the applicable instrument and all amounts, if any, owing under the applicable agreement have been paid in full; provided that if Counter Parties demand payment of any fees or expenses (including attorney’s fees) in connection with the negotiation and preparation of an estoppel certificate in connection with any REA, Buyer shall bear the cost of such fees and costs;

(e) the deposit with Escrow Agent of an executed affidavit of Seller and such other documentation as may be reasonably required by Escrow Agent to allow for the deletion of any mechanics’ lien exception from the Owner’s Policy and any Gap affidavits or undertakings required by the Title Company;

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(f) the deposit with Escrow Agent, for delivery to Buyer at COE, of a letter from Seller to Tenant requesting that future rent under the Lease be paid to Buyer;

(g) there has been no “Insolvency Event” with respect to the Tenant. As used in this subsection (g), an “Insolvency Event” shall have occurred if the Tenant becomes insolvent within the meaning of the United States Bankruptcy Code, 11 U.S.C. Sec. 101 et seq., as amended (the “Bankruptcy Code”), files or notifies Seller or any affiliate of Seller that it intends to file a petition under the Bankruptcy Code, initiates a proceeding under any similar law or statute relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts (collectively, hereinafter, an “Action”), becomes the subject of either a petition under the Bankruptcy Code or an Action, or is not generally paying its debts as the same become due;

(h) Seller shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and/or complied with by Seller prior to, or as of, the COE; and

(i) delivery to Buyer of a copy of the fully executed Lease together with all guaranties thereof, all exhibits, amendments and other modifications thereto, and all assignments necessary to establish that Seller is the successor-in-interest to the landlord’s rights under the Lease.

If the foregoing conditions have not been satisfied by the specified date 0r COE as the case may be, then Buyer shall have the right, at Buyer’s sole option, by giving written notice to Seller and Escrow Agent, to (i) cancel this Agreement, whereupon the Earnest Money Deposit shall be paid immediately by Escrow Agent to Buyer and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation under this Agreement, or (ii) extend such specified date or COE, as applicable, for such amount of time as Buyer deems reasonably necessary to allow Seller to satisfy such conditions.

12A. SELLER’S CONDITIONS PRECEDENT. In addition to all other conditions precedent set forth in this Agreement, Seller’s obligations to perform under this Agreement and to close escrow are expressly subject to the following:

(a) the deposit of the Purchase Price by Buyer to Escrow Agent, for delivery to Seller at COE; and

(b) Buyer shall have materially performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and/or complied with by Buyer prior to, or as of, the COE.

If the foregoing conditions have not been satisfied by the specified date or COE as the case may be, then Seller shall have the right, at Seller’s sole option, by giving written notice to Buyer and Escrow Agent, to (i) cancel this Agreement, whereupon the Earnest Money Deposit shall be paid immediately by Escrow Agent to Seller and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation under this Agreement, or (ii) extend such specified date or COE, as applicable, for such amount of time as Seller deems reasonably necessary to allow Buyer to satisfy such conditions.

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13. SELLER’S REPRESENTATIONS WARRANTIES AND COVENANTS.

(a) Seller hereby represents and warrants to Buyer as of the Effective Date and again as of COE that:

(i) Seller has not entered into and there is not existing any other agreement, written or oral, under which Seller is or could become obligated to sell the Property, or any portion thereof, to a third party;

(ii) to Seller’s knowledge, no notice of violation has been issued with regard to any applicable regulation, ordinance, requirement, covenant, condition or restriction relating to the present use or occupancy of the Property by any person, authority or agency having jurisdiction;

(iii) to Seller’s knowledge, there is no impending or contemplated condemnation or taking by inverse condemnation of the Property, or any portion thereof, by any governmental authorities;

(iv) there are no suits or claims pending or to Seller’s knowledge, threatened with respect to or in any manner affecting the Property, nor does Seller know of any circumstances which should or could reasonably form the basis for any such suits or claims which have not been disclosed in writing to Buyer by Seller;

(v) the Seller’s Diligence Materials provided to Buyer are and will be correct and complete copies of the corresponding documents in Seller’s possession;

(vi) Seller has full power and authority to execute, deliver and perform under this Agreement as well as’ under the Transfer Documents, the agreed upon forms of which are attached hereto as Exhibits;

(vii) Seller is duly authorized and has all requisite power and authority to enter into this Agreement and to carry out Seller’s obligations and this transaction will not violate any agreements to which Seller is a party;

(viii) to Seller’s knowledge, the execution, delivery and performance of this Agreement and the Transfer Documents, the agreed upon forms of which are attached hereto as Exhibits, have not and will not constitute a breach or default under any other agreement, law or court order under which Seller is a party or may be bound;

(ix) there are no sale, listing or leasing commission obligations affecting the Lease or the Property as of the date hereof, except with regard to the sale commission of the Broker which shall be paid by Seller at COE, and no such agreements shall affect the Lease or the Property as of the date of the COE;

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(x) Seller has sent no written notice of default to Tenant and, to Seller’s knowledge, no default of Tenant exists under the Lease; Seller has not received any written notice of default from Tenant that is still outstanding; Seller has not received any written notice or correspondence from Tenant or Tenant’s agents indicating Tenant’s desire, willingness or intent to amend, modify, assign or terminate the Lease nor any notice or correspondence requesting the consent of Seller to any of the foregoing;

(xi) Seller does not have any defeasance, lender approval or prepayment obligations with respect to any existing financing which will delay the COE;

(xii) Tenant has no right of first offer or first refusal to purchase the Property or any portion thereof. Seller has performed and will continue to perform all of the obligations, and has observed and will observe all of the covenants, required of the landlord under the Lease arising prior to the date of the COB. Except as specifically set forth in the Lease, there are no agreements with Tenant for the performance of any work by Seller, as landlord, at the Property.

(b) Further, Seller hereby covenants to Buyer as of the Effective Date that:

(i) Seller will not enter into nor execute any agreement, written or oral, under which Seller is or could become obligated to sell the Property, or any portion thereof, to a third party, without Buyer’s prior written consent;

(ii) Seller will not, without the prior written consent of Buyer, take any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land-use limitations, upon the Property, or any portion thereof, or its potential use;

(iii) except for any item to be prorated at COE in accordance with this Agreement, all bills or other charges, costs or expenses arising out of or in connection with or resulting from Seller’s use, ownership, or operation of the Property up to COE shall be paid in full by Seller;

(iv) all general real estate taxes, assessments and personal property taxes that have become due with respect to the Property (except for those that will be prorated at COE) have been paid or will be so paid by Seller prior to COE;

(v) between the Effective Date and COE or any earlier termination of this Agreement, Seller shall not execute or enter into any lease with respect to the Property or any part thereof, or terminate, amend, modify, extend or waive any rights under the Lease without Buyer’s prior written consent, which consent may be withheld at Buyer’s reasonable discretion;

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(vi) between the Effective Date and COE or any earlier termination of this Agreement, Seller shall, at its sole cost:

(1) continue to operate the Property as heretofore operated by Seller subject to Buyer’s rights under this Agreement to direct specific activities of Seller;

(2) maintain or cause Tenant to maintain the Property in its current condition and perform required and routine maintenance and make replacements of each part of the Property that is tangible property (whether real or personal) and perform repairs or make replacements to any broken, defective or malfunctioning portion the Property that is tangible property (whether real or personal) as the relevant conditions require;

(3) except as required by a governmental agency, not place or permit to be placed on any portion of the Property any new improvements of any kind or remove or permit any improvements to be removed from the Property without the prior written consent of Buyer; ·

(4) without Buyer’s prior written consent, Seller shall not, by voluntary or intentional act or omission to act, further cause or create any easement, encumbrance, or mechanic’s or materialmen’s liens, and/or similar liens or encumbrances to arise or to be imposed upon the Premises or any portion thereof that affects title thereto, or to allow any amendment or modification to any existing easements or encumbrances; and

(5) cause Tenant to comply in all material respects with the terms, covenants and conditions of the Lease;

(vii) Seller shall and hereby does assign to Buyer, effective as of COE, all claims, counterclaims, defenses, or actions, whether at common law, or pursuant to any other applicable federal or state or other laws which Seller may have against any third parties relating to the existence of any Hazardous Materials in, at, on, under or about the Property (including Hazardous Materials released on the Property prior to COE and continuing in existence on the Property at COE);

(viii) Seller shall not, without the prior written consent of Buyer, provide a copy of, nor disclose any of the terms of, this Agreement to any appraiser; and

(c) As used in this Section 13, the term “to Seller’s knowledge” (i) shall mean and apply to the actual knowledge of Deborah May Buffum (“Involved Party”), who was directly engaged in the acquisition of the Property, the management of the Property and/or the sale and purchase transaction described in this Agreement, and not to any other parties, (ii) shall mean the current actual knowledge of such Involved Party, without any investigation or inquiry of any kind, it being understood and acknowledged that such Involved Party, in many instances, may not have been involved in all day-to-day operations of the Property; (iii) shall not mean that such Involved Party is charged with knowledge of the acts, omissions and/or knowledge of the predecessors in interest in and to the Property or with knowledge of the acts, omissions and/or knowledge of Seller’s agents; and (iv) shall not apply to or be construed to apply to information or material which may generally or incidentally be in the possession of Seller, but which is not actually known to the Involved Party.

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(d) If Seller becomes aware of any fact or circumstance which would change or render incorrect, in whole or in part, any representation made by Seller under this Agreement, whether as of the date given or at any time thereafter through and including the Closing Date and whether or not such representation was based on Seller’s knowledge and/or belief as of a certain date, Seller shall give prompt written notice of such change, fact or circumstance to Buyer. If Buyer elects to close the transactions contemplated hereby, Seller’s liability for misrepresentation or a breach of warranty, representation or covenant wherever contained in this Agreement shall exclude any fact or circumstance of which (i) Seller learns after the date of this Agreement and notifies Buyer under this Section 13(e) prior to COE or (ii) Buyer learns prior to the COE, and Buyer shall be deemed to have waived and shall have no recourse against Seller for any liability for any misrepresentation, breach of warranty, representation or covenant by reason of the failure of any such fact or circumstance to have been disclosed to Buyer on the date of this Agreement. If such new information results in the failure to satisfy a contingency as set forth in Section 12 above, then Buyer may elect to terminate this Agreement under and subject to the terms and conditions of Section 12, but Seller shall not be liable to Buyer for having updated or modified such representation, unless Seller knew on the Effective Date that the representation was untrue or incorrect or if the representation became untrue or incorrect as a result of Seller’s acts or omissions after the Effective Date.

(e) All representations, warranties and covenants made in this Agreement by Seller shall survive the execution and delivery of this Agreement and COE for nine (9) months after COE. Seller shall and does hereby indemnify against and hold Buyer harmless from any loss, damage, liability and expense, together with all court costs and attorneys’ fees which Buyer may incur, by reason of any material misrepresentation by Seller or any material breach of any of Seller’s warranties or covenants. Seller’s indemnity and hold harmless obligations shall survive COE for a period of nine (9) months. After COE, the liability of Seller in connection with any express representation of Seller provided in this Agreement shall not exceed the sum of One Hundred Thousand and No/100 Dollars ($100,000).

14. BUYER’S REPRESENTATIONS WARRANTIES AND COVENANTS.

(a) Buyer hereby represents and warrants to Seller as of the Effective Date and again as of COE that:

(i) which Buyer is a party; this transaction will not in any way violate any other agreement to

(ii) Buyer has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, the agreed upon forms of which are attached hereto as Exhibits;

(iii) no consent of any third party is required in order for Buyer to enter into this Agreement and perform Buyer’s obligations hereunder;

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(iv) there are no actions or proceedings pending or to Buyer’s knowledge, threatened against Buyer which may in any manner whatsoever affect the validity or enforceability of this Agreement or any of the documents, the agreed upon forms of which are attached hereto as Exhibits; and

(v) the exec1;1tion, delivery and performance of this Agreement and the Transfer Documents, the agreed upon forms of which are attached hereto as Exhibits, have not and will not constitute a breach or default under any other agreement, law or court order under which Buyer is a party or may be bound.

(b) Further, Buyer hereby covenants to Seller as of the Effective Date that:

(i) should Buyer receive notice or knowledge of any information regarding any of the matters set forth in this Section 14 after the Effective Date and prior to COE, Buyer will promptly notify Seller of the same in writing.

All representations, warranties and covenants made in this Agreement by Buyer shall survive the execution and delivery of this Agreement and COE for nine (9) months after COE. Buyer shall and does hereby indemnify against and hold Seller harmless from any loss, damage, liability and expense, together with all court costs and attorneys’ fees, if awarded by a court of law, which Seller may incur, by reason of any material misrepresentation by Buyer or any material breach of any of Buyer’s warranties or covenants. Buyer’s indemnity and hold harmless obligations shall survive COE for a period of nine (9) months. After COE, the liability of Buyer in connection with any express representation of Buyer provided in this Agreement shall not exceed the sum of One Hundred Thousand and No/100 Dollars ($100,000).

15. “AS IS” SALE. Except for the representations of Seller expressly set forth in this Agreement, Buyer agrees that Buyer is purchasing the Property in its “as is” condition, that neither Seller nor any real estate broker, agent officer, employee, servant, attorney or other representative of Seller have made any warranties, representations or guarantees, whether express or implied, with regard to the value, nature, quality or condition of the Property, the water; soil, subsurface conditions or geology of the Property, the suitability of the Property for any specific uses, any land use control, governmental limitation or restriction or the absence thereof, or compliance or noncompliance with, or the applicability or non-applicability of any applicable law, rule, ordinance, regulation, order or requirement of any governmental entity or subdivision thereof relating to the Property.

16. Intentionally omitted.

17. RENTS AND DEPOSITS. Seller and Buyer agree that, in addition to all other conditions and covenants contained herein, Seller shall deliver to Buyer and Escrow Agent not later than the day immediately prior to COE information, certified by Seller to be true and accurate as of the date thereof and as of the date of COE, with respect to (i) the amount of Tenant’s security deposit under the Lease, if any, and (ii) prepaid and/or abated rents, including, without limitation, the amount thereof and the date to which such rents have been paid.

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18. BROKER’S COMMISSION. Concerning any brokerage commission, the Parties agree as follows:

(a) the Parties warrant to one another that they have not dealt with any finder, broker or realtor in connection with this Agreement except CBRE, Inc. (the “Broker”);

(b) if any person shall assert a claim to a finder’s fee or brokerage commission on account of alleged employment as a finder or broker in connection with this Agreement (including the Broker), the Party under whom the finder or broker is claiming shall indemnify and hold the other Party harmless from and against any such claim and all costs, expenses and liabilities incurred in connection with such claim or any action or proceeding brought on such claim, including, but not limited to, counsel and witness fees and court costs in defending against such claim. The provisions of this subsection shall survive cancellation of this Agreement or COE; and

(c) Seller shall be responsible for the payment of the commission to the Broker pursuant to a separate written agreement between Seller and the Broker, which commissions shall be paid at COE.

19. CLOSE OF ESCROW. COE shall be on or before 5:00p.m. ET on the fifteenth (15th) day after the expiration of the Study Period or such earlier date as Buyer may choose by giving not less than five (5) days prior written notice to Seller and Escrow Agent (the “Closing Date”).

20. BINDING VALIDITY. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs,. personal representatives, successors and assigns. Buyer may designate someone other than Buyer, as grantee and/or an assignee, under the Transfer Documents by providing written notice of such designation prior to COE. No such designation or assignment will release or relieve Buyer of its obligations under this Agreement.

21. RISK OF LOSS. Seller shall bear all risk of loss resulting from or related to damage of or to the Property or any part thereof which may occur prior to COE. Seller shall also bear all risk of loss resulting from or related to a taking or condemnation of the Property or any part thereof with respect to which written notice of a proposed condemnation or taking is received, a condemnation proceeding is commenced, a condemnation proceeding is concluded or all or any part of the Property is conveyed in lieu of condemnation prior to COE (any such damage, taking or condemnation event a “Risk of Loss Event”). In the event of any Risk of Loss Event prior to COE, Buyer may, at Buyer’s sole option, by written notice to Seller and Escrow Agent, cancel this Agreement whereupon the Earnest Money Deposit shall be paid immediately by Escrow Agent to Buyer and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation hereunder. In the alternative, Buyer may attempt to negotiate an appropriate downward adjustment of the Purchase Price. If Seller and Buyer cannot agree upon such a downward adjustment within a reasonable period (not to exceed ten (10) days from the date Buyer receives notice of the loss) Buyer may cancel this Agreement as provided above. In the event of any Risk of Loss Event which does not result in a termination of this Agreement, Seller shall at COE and as a condition precedent thereto, pay Buyer or credit Buyer against the Purchase Price the amount of any insurance or condemnation proceeds, or assign to Buyer, as of COE and in a form acceptable to Buyer, all rights or claims for relief to the same, and credit to Buyer an amount equal to the deductible (if any) under the insurance policy.

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22. REMEDIES.

(a) Seller’s Breach. If Seller breaches this Agreement, including, without limitation, a breach of any representation or warranty of Seller set forth herein and/or the failure of Seller to satisfy any conditions precedent to COE specified in Section 12 above that are within Seller’s control, Buyer may, at Buyer’s sole option, either: (i) by written notice to Seller and Escrow Agent, cancel this Agreement whereupon the Earnest Money Deposit shall be paid immediately by Escrow Agent to Buyer, Seller shall promptly reimburse to Buyer its reasonable out-of-pocket and third-party property diligence expenses and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation hereunder; or, (ii) extend the date scheduled for COE for such reasonable period of time as may be required to permit Seller to cure or remedy such breach (provided such period of time shall not exceed thirty (30) days unless such greater period of time is agreed to in writing by Seller); or (iii) seek specific performance against Seller (including the recovery of all court costs and reasonable attorney fee ) in which event COE shall be automatically extended as necessary. Notwithstanding the foregoing, if specific performance is unavailable as a remedy to Buyer because of Seller’s affirmative act or intentional omission, Buyer shall be entitled to pursue all rights and remedies available at law or in equity; provided however, Seller shall not be liable to Buyer for any punitive or speculative damages .and in no event shall Buyer be entitled to a recovery or claim against Seller for actual or consequential damages in excess of an amount equal to One Hundred Thousand and No/100 Dollars ($100,000) (in addition to the return of the Earnest Money Deposit). Seller hereby acknowledges and agrees that the provisions of this Section 22(a) shall not limit any rights or remedies Buyer may have against Seller after COB for any misrepresentation, breach of warranty or default by Seller in any of its obligations under this Agreement, the Transfer Documents or any other documents to be entered into pursuant to this Agreement.

(b) Buyer’s Breach. If Buyer breaches this Agreement, as its sole remedy Seller shall be entitled to retain the Earnest Money Deposit in accordance with subsection 5(b) as Seller’s agreed and total liquidated damages. Seller hereby waives any right to seek any equitable or legal remedies against Buyer.

23. Intentionally omitted.

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24. NOTICES.

(a) Addresses. Except as otherwise required by law, any notice required or permitted hereunder shall be in writing and shall be given by personal delivery, or by deposit in the U.S. Mail, certified or registered, return receipt requested, postage prepaid, addressed to the Parties at the addresses set forth below, or at such other address as a Party may designate in writing pursuant hereto, or telecopy (fax), or any express or overnight delivery service Federal Express), delivery charges prepaid:

if to Seller:	DEBORAH MAY-BUFFUM c/o GORDON & REES, LLP 101 W. Broadway, Suite 2000 San Diego, CA 92101 Attention Richard T. Clampitt Tel: (619)230-7753 Fax: (619)696-6700
if to Buyer:	ARCTRUST EQUITIES, LLC 1401 Broad Street Clifton, New Jersey 07013 Attention: Marc A. Perel Tel: (973)249-1000 Fax: (97.3)249-1001
with copies to:	Ansell Grimm & Aaron, P.C. 341 Broad Street Clifton, New Jersey 07013 Attention: David B. Zolotorofe, Esq. Tel: (973) 247-9000 Fax: (973) 247-9199
If to Escrow Agent:	First American Title Insurance Company 2425 E. Camelback Road, Suite 400 Phoenix, AZ 85016 Attn: Mr. Brandon Grajewski Tel.: (602) 567-8145 Fax: (602) 567-8101

(b) Effective Date of Notices. Notice shall be deemed to have been given on the date on which notice is delivered, if notice is given by personal delivery or telecopy, and on the date of deposit in the mail, if mailed or deposited with the overnight carrier, if used. Notice shall be deemed to have been received (i) on the date on which the notice is received, if notice is given by telecopy or personal delivery, (ii) on the first business day following deposit with an overnight carrier, if used, and (iii) on the second (2nd) day following deposit in the U.S. Mail, if notice is mailed. If escrow has opened, a copy of any notice given to a party shall also be given to Escrow Agent by regular U.S. Mail or by any other method provided for herein.

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25. CLOSING COSTS.

(a) Closing Costs. Seller and Buyer agree to pay closing costs as indicated in this Agreement and in the escrow instructions attached hereto as Exhibit E, and by this reference incorporated herein (the “Escrow Instructions”). At COE, Seller shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases (ii) one-half the fees and costs due Escrow Agent for its closing services, (iii) the transfer tax associated with the sale of the Property, if any, and (iv) all other costs to be paid by Seller under this Agreement. At COE, Buyer shall pay (i) one-half the fees and costs due Escrow Agent for its services, (ii) all other costs to be paid by Buyer under this Agreement. Except as otherwise provided for in this Agreement, Seller and Buyer will each be solely responsible for and bear all of their own respective expenses, including; without limitation, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein. If not paid in full by the Tenant as of the date of COE, real estate taxes shall be prorated based upon the current valuation and latest available tax rates. The rent proration shall be calculated through escrow as of COE based upon the latest available information, including, without limitation, a credit to Buyer for any rent prepaid by Tenant for the period beginning with and including the date on which the closing occurs through and including the last day of the month in which the closing occurs. All other credits to Buyer shall be similarly prorated. Any other closing costs not specifically designated as the responsibility of either Party in the Escrow Instructions or in this Agreement shall be paid by Seller and Buyer according to the usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller ·shall be deducted from Seller’s proceeds otherwise payable to Seller at COE. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as provided in this Section 25(a), Seller and Buyer shall each bear their own costs in regard to this Agreement.

(b) Post-Closing Adjustment. If after COE, the parties discover any errors in adjustments and apportionments or additional information becomes available which would render the closing prorations inaccurate, the same shall be corrected as soon after their discovery as possible. The provision of this Section 25(b) shall survive COE except that no adjustment shall be made later than eighteen (18) months after COE unless prior to such date the Party seeking the adjustment shall have delivered a written notice to the other Party specifying the nature and basis for such claim; provided, however, in the event an adjustment is sought due to the fact that current tax bills with respect to the Property had not yet been issued as of COE, the provisions of this Section 25(b) shall survive with respect to any closing proration of real property taxes until thirty (30) days after Buyer’s receipt of tax bills for the period of time during which COE occurred. In the event that such claim is valid, the Party against whom the claim is sought shall have ten (10) days in which to remit any adjustment due.

(c) Instructions. This Agreement, together with the Escrow Instructions, shall constitute escrow instructions for the transaction contemplated herein. Such escrow instructions shall be construed as applying principally to Escrow Agent’s employment.

26. ESCROW CANCELLATION CHARGES. If escrow fails to close because of Seller’s default, Seller shall be liable for any cancellation charges of Escrow Agent. If escrow fails to close because of Buyer’s default, Buyer shall be liable for any cancellation charges of Escrow Agent. If escrow fails to close for any other reason, Seller and Buyer shall each be liable for one-half of any cancellation charges of Escrow Agent. The provisions of this Section 26 shall survive cancellation of this Agreement.

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27. APPROVALS. Concerning all matters in this Agreement requiring the consent or approval of any Party, the Parties agree that any such consent or approval shall not be unreasonably withheld unless otherwise provided in this Agreement.

26. ADDITIONAL ACTS. The Parties agree to execute promptly such other documents and to perform such other acts as may be reasonably necessary to carry out the purpose and intent of this Agreement.

29. GOVERNING LAW. This Agreement shall be governed by and construed or enforced in accordance with the laws of the district where the Property is located.

30. CONSTRUCTION. The terms and provisions of this Agreement represent the results of negotiations among the Parties, each of which has been represented by counsel of its own choosing, and neither of which has acted under any duress or compulsion, whether legal, economic or otherwise. Consequently, the terms and provisions of this Agreement shall be interpreted and construed in accordance with their usual and customary meanings, and the Parties each hereby waive the application of any rule of law which would otherwise be applicable in connection with the interpretation and construction of this Agreement that ambiguous or conflicting terms or provisions contained in this Agreement shall be interpreted or construed against the Party whose attorney prepared the executed Agreement or any earlier draft of the same.

31. TIME OF ESSENCE. Time is of the essence of this Agreement. However, if this Agreement requires any act to be done or action to be taken on a date which is a Saturday, Sunday or legal holiday, such act or action shall be deemed to have been validly done or taken if done or taken on the next succeeding day which is not a Saturday, Sunday or legal holiday, and the successive periods shall be deemed extended accordingly.

32. INTERPRETATION. If there is any specific and direct conflict between, or any ambiguity resulting from, the terms and provisions of this Agreement and the terms and provisions of any document, instrument or other agreement executed in connection herewith or in furtherance hereof, including any Exhibits hereto, the same shall be consistently interpreted in such manner as to give effect to the general purposes and intention as expressed in this Agreement which shall be deemed to prevail and control.

33. HEADINGS. The headings of this Agreement are for reference only and shall not limit or define the meaning of any provision of this Agreement.

34. FAX AND COUNTERPARTS. This Agreement may be executed by facsimile and/or in any number of counterparts. Each party may rely upon any facsimile or counterpart copy as if it were one original document.

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35. INCORPORATION OF EXHIBITS BY REFERENCE. All Exhibits to this Agreement are fully incorporated herein as though set forth at length herein.

36. SEVERABILITY. If any provision of this Agreement is unenforceable, the remaining provisions shall nevertheless be kept in effect.

37. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the Parties and supersedes all prior agreements, oral or written, with respect to the subject matter hereof. The provisions of this Agreement shall be construed as a whole and not strictly for or against any Party.

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IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the Effective Date.

SELLER:	DEBORAH MAY-BUFFUM, TRUSTEE OF THE BETTY UPHAM GOURAUD TRUST
	By:	/s/ Deborah May-Buffum, Trustee
	Deborah May- Buffum, Trustee
BUYER:	ARCTRUST EQUITIES, LLC, a New Jersey limited liability company
	By:	/s/ Marc A. Perel
	Marc A. Perel, Manager

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EX-10.12

Exhibit 10.12

MASTER PURCHASE AGREEMENT

AND ESCROW INSTRUCTIONS

Between

SC GREENVILLE INVESTORS I, LLC, a Delaware limited liability company

SC CHARLESTON INVESTORS I, LLC, a Delaware limited liability company

SC MOONVILLE INVESTORS I, LLC, a Delaware limited liability company

ANDERSON INVESTORS I, LLC, a Delaware limited liability company

NC GARNER INVESTORS I, LLC, a Delaware limited liability company

NC KERNERSVILLE INVESTORS I, LLC, a Delaware limited liability company

NC EDEN INVESTORS I, LLC, a Delaware limited liability company

NC MADISON INVESTORS I, LLC, a Delaware limited liability company

NC HUNTERSVILLE INVESTORS I, LLC, a Delaware limited liability company

NC ASHEVILLE INVESTORS I, LLC, a Delaware limited liability company

as Seller

and

ARCTRUST EQUITIES, LLC, a New Jersey limited liability company, or its assignee

as Buyer

February 3, 2012

MASTER PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS

DATED:

Dated to be effective as of February 3, 2012 (the “Effective Date”).

PARTIES:

This Purchase Agreement and Escrow Instructions is between SC GREENVILLE INVESTORS I, LLC, a Delaware limited liability company, SC CHARLESTON INVESTORS I, LLC, a Delaware limited liability company, SC MOONVILLE INVESTORS . I, LLC, a Delaware limited liability company, ANDERSON INVESTORS I, LLC, a Delaware limited liability company, NC GARNER INVESTORS I, LLC, a Delaware limited liability company, NC KERNERSVILLE INVESTORS I, LLC, a Delaware limited liability company, NC EDEN·INVESTORS I, LLC, a Delaware limited liability company, NC MADISON INVESTORS I, LLC, a Delaware limited liability company, NC HUNTERSVILLE INVESTORS I, LLC, a Delaware limited liability company, and NC ASHEVILLE INVESTORS I, LLC, a Delaware limited liability company, individually or collectively as the context may require, as “Seller”, and ARCTRUST EQUITIES, LLC, a New Jersey limited liability company, or its assignee, as “Buyer”.

WHEREAS, as of the Effective Date, Seller is the fee title owner of those certain ten (10) lots containing improved property located at premises situated at the following addresses (each a “Parcel” and collectively, the “Premises”):

Parcel	Address	City, State	Seller
A1	820 Mills Avenue	Greenville, SC	SC Greenville Investors I, LLC
A2	2566 Ashley River Road	Charleston SC	SC Charleston Investors I, LLC
A3	7401 Augusta Road	Moonville, SC	SC Moonville Investors I, LLC
A4	1405 East Greenville Street	Anderson, SC	Anderson Investors I, LLC
A5	790 Timber Drive	Garner, NC	NC Garner Investors I, LLC
A6	1101 South Main Street	Kernersville, NC NCNCNC	NC Kernersville Investors I, LLC
A7	625 South Van Buren Road	Eden, NC	NC Eden Investors I, LLC
A8	717 North Highway Street	Madison NC	NC Madison Investors I, LLC
A9	7920 Sam Furr Road	Huntersville, NC	NC Huntersville Investors I, LLC
A10	1088 Hendersonville Road	Asheville NC	NC Asheville Investors I, LLC

as legally described on Exhibits A-1 through A-10 attached hereto (collectively, the “Real Property”); and

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WHEREAS, as of the Effective Date, each Parcel is improved with a building (each a “Building” and collectively, the “Buildings”) which Real Property and Buildings are leased to CVS Pharmacy, or its affiliate (“Tenant”) in accordance with written leases as further described in the Lease Summary (the “Lease Summary”) attached hereto as Exhibit B (each a “Lease” and collectively the “Leases”), and which are guaranteed by those certain Guaranties from CVS Caremark Corporation to the extent set forth in the Lease Summary attached hereto (each a “Guaranty” and collectively, the “Guaranties”). The Real Property, the Buildings, the improvements to the Real Property (the “Improvements”), the personal property, if any, of Seller located on the Real Property and Seller’s interest in the Leases and all rents issued and profits due or to become due thereunder and the Guaranties are hereinafter collectively referred to as the “Property”; and

WHEREAS, Buyer desires to purchase the Property from the Seller and Seller desires to sell the Property to Buyer free and clear of all liens, except as noted herein, all as more particularly set forth in this Purchase Agreement and Escrow Instructions (the “Agreement”).

NOW THEREFORE, in consideration of the promises set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer (each, a “Party” and, collectively, the “Parties”) hereby agree as follows:

1. INCORPORATION OF RECITALS. All of the foregoing Recitals are hereby incorporated as agreements of the Parties.

2. BINDING AGREEMENT. This Agreement constitutes a binding agreement between Seller and Buyer for the sale and purchase of the Property subject to the terms set forth in this Agreement. Subject to the limitations set forth in this Agreement, this Agreement shall bind and inure to the benefit of the Parties and their respective successors and assigns. This Agreement supersedes all other written or verbal agreements between the Parties concerning any transaction embodied in this Agreement. No claim of waiver or modification concerning the provision of this Agreement shall be made against a Party unless based upon a written instrument signed by such Party.

3. INCLUSIONS IN PROPERTY.

(a) The Property. The term “Property” shall also include the following: Real Property;

(1) all tenements, hereditaments and appurtenances pertaining to the

(2) all mineral, water and irrigation rights of Seller, if any, running with or otherwise pertaining to the Real Property;

(3) all interest, if any, of Seller m any road adjoining the Real Property;

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4) all interest, if any, of Seller in any award made or to be made or settlement in lieu thereof for damage to the Property by reason of condemnation, eminent domain or exercise of police power; ·

(5) all of Seller’s interest in the Buildings, the Improvements and any other improvements and fixtures on the Real Property; ·

(6) all of Seller’s interest, if any, in any equipment, machinery and personal property on or used in connection with the Real Property (the “Personalty”);

(7) the Leases, the Guaranties and security deposit, if any; and,

(8) all of Seller’s interest, to the extent transferable, in all permits and licenses (the “Permits”), warranties (the “Warranties”), contractual rights and intangibles (including rights to the name of the Improvements as well as all construction contracts, subcontracts, architectural/engineering plans and/or agreements and similar agreements) with respect to the design, development, construction, operation, maintenance, repair and/or improvement of the Property (collectively, the “Contracts”).

(b) The Transfer Documents. The Personalty shall be transferred by that certain bill of sale from Seller to Buyer, the agreed upon form of which is attached hereto as Exhibit C (the “Bill of Sale”); the Leases and Guaranties shall be transferred by that certain assignment and assumption of lease and guaranty, the agreed upon form of which is attached hereto as Exhibit D (the “Assignment of Lease”); the Permits, Warranties and Contracts shall be transferred by that certain assignment and. assumption agreement, the agreed upon form of which is attached hereto as Exhibit E (the “Assignment Agreement”); and the Real Property, the Buildings and the Improvements shall be transferred and conveyed by execution and delivery of Seller’s special warranty deed, the agreed upon form of which is attached’ hereto as Exhibit F (the “Deed”). The Bill of Sale, the Assignment of Lease, the Assignment Agreement and the Deed are hereinafter collectively referred to as the “Transfer Documents”. Seller shall deliver a set of Transfer Documents for each Parcel being conveyed. Notwithstanding the foregoing, in the event any Warranty transfer requires the approval of the applicable warrantor and/or satisfaction of any other conditions to such transfer, Seller shall obtain such approval and satisfy all such conditions no later than COE (as defined below), including, without limitation, payment of any fees relating thereto. Seller and Buyer (as appropriate) shall duly execute the Transfer Documents and deposit such with the Escrow Officer (defined below) prior to the COE (defined below).

4. PURCHASE PRICE. The price to be paid by Buyer to Seller for the Property is Twenty-Two Million Four Hundred and Seven Thousand Three Hundred Four and No/100 Dollars ($22,407,304.00) (the “Purchase Price”), which Purchase Price shall be allocated among the Parcels as set forth on Schedule 4 attached hereto, and is payable as follows:

(a) One Hundred Thousand Dollars ($100,000.00) earnest money (said deposit, together with all interest earned or accrued thereon, the “Earnest Money Deposit”) to be deposited in escrow with First American Title National Commercial Services, The Esplanade Commercial Center, 2425 E. Camelback Road, Suite 300, Phoenix, Arizona 85016, Attention: Brandon Grajewski (“Escrow Agent”) not later than four (4) business days following the receipt by Escrow Agent of a fully-executed original of this Agreement (said receipt by Escrow Agent of both a fully-executed original of this Agreement and the Earnest Money Deposit, the “Opening of Escrow”), which Earnest Money Deposit is to be held by Escrow Agent until released to Seller or Buyer as provided herein or paid to Seller at close of escrow (“COE”);

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(b) Subject to all conditions precedent herein, Twenty-Two Million Three Hundred Seven Thousand Three Hundred Four and No/100 Dollars ($22,307,304.00) in additional cash, or other immediately available funds (as may be increased or decreased by such sums as are required to take into account any additional deposits, prorations, credits, or other adjustments required by this Agreement), to be deposited in escrow with Escrow Agent on or before COE, which sum is to be held by Escrow Agent until cancellation of this Agreement as provided herein or paid to Seller at COE.

5. DISPOSITION OF EARNEST MONEY DEPOSIT. Seller and Buyer hereby instruct Escrow Agent to place the Earnest Money Deposit in a federally insured interest-bearing passbook account on behalf of Seller and Buyer. If escrow closes, the Earnest Money Deposit shall be credited to Buyer, automatically applied against the Purchase Price and paid to Seller at COB. If escrow does not close, the Earnest Money Deposit shall be applied as set forth in this Agreement.

6. PRELIMINARY TITLE REPORT AND OBJECTIONS. (a) Within ten (10) days after the Opening of Escrow, Escrow Agent shall deliver a current Preliminary Title Report (each, a “Report”) for an ALTA extended coverage title insurance policy (each, an “Owner’s Policy”) for each Parcel to Buyer and Seller. Each Report shall show the status of title to the corresponding Parcel as of the date of such Report and shall also describe the requirements of Escrow Agent for the issuance of the Owner’s Policy as described herein. The cost of each Owner’s Policy shall be paid by the Buyer. In addition to the Report, Escrow Agent shall simultaneously deliver to Buyer legible copies of all documents identified in Part Two of Schedule B of each Report.

(b) If Buyer is dissatisfied with any exception to title as shown in any Report and/or any matter disclosed by any Survey (defined below) (collectively, the “Objectionable Matters”), then Buyer may either, by giving written notice thereof to Escrow Agent and Seller (i) on or before expiration of the Study Period (as defined below) or (ii) five (5) business days from Buyer’s receipt of such Report and Survey, whichever is later, (x) cancel this Agreement, whereupon the Earnest Money Deposit shall be returned to Buyer together with all documents deposited in escrow by Buyer, or (y) provisionally accept the title subject to Seller’s agreement to cause the removal of or otherwise cure the Objectionable Matters, in which case Seller shall (at its sole cost) remove or otherwise cure the Objectionable Matters before COB. Seller shall notify Buyer in writing within five (5) days after receiving Buyer’s written notice of disapproval or objection, if Seller does not intend to remove (or cause the Escrow Agent to endorse over, to Buyer’s satisfaction) or otherwise cure any such Objectionable Matters. Seller’s lack of response shall be deemed as Seller’s refusal to remove or otherwise cure the Objectionable Matters prior to COB. If written notice of dissatisfaction is not timely given by Buyer to Seller pursuant to this Section 6, then Buyer shall be deemed to have disapproved of the condition of the title of the Property as shown by the Report, and shall have elected to terminate this Agreement in accordance with clause (x) of this paragraph (b).

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(c) In the event any Report is amended to include new exceptions that are not set forth in a prior Report, Buyer shall have until the later of (i) the expiration of the Study Period, or (ii) the date that is five (5) business days after Buyer’s receipt of the amended Report and copies of the documents identified in the new exceptions or new requirements, within which to (x) cancel this Agreement and receive a refund of the Earnest Money Deposit, or (y) provisionally accept the title subject to Seller’s agreement to cause the removal of or otherwise cure the Objectionable Matters. Seller shall notify Buyer in writing within five (5) days after receiving Buyer’s written notice of disapproval or objection, if Seller does not intend to remove (or cause the Escrow Agent to .endorse over, to Buyer’s satisfaction) or otherwise cure any such Objectionable Matters. Seller’s lack of response shall be deemed as Seller’s refusal to satisfy the Objectionable Matters prior to COE.

(d) If Seller serves notice to Buyer that Seller does not intend to remove or otherwise cure the Objectionable Matters before COE pursuant to · section 6(b) or 6(c) above, or does not otherwise respond to Buyer’s objections, Buyer shall, within ten (10) days thereafter, notify Seller and Escrow Agent in writing of Buyer’s election to either (i) terminate this Agreement, whereupon the Earnest Money Deposit shall be returned to Buyer and all other obligations under this Agreement shall terminate, or (ii) Buyer may waive such Objectionable Matters and the transaction shall close as scheduled. If written notice of such election is not timely given by Buyer pursuant to the foregoing sentence, then Buyer shall be deemed to have elected to terminate this Agreement in accordance with clause (i) of the preceding sentence. If Seller agrees to remove or otherwise cure the Objectionable Matters but fails or is unable to do so by the scheduled COE date, or if Buyer otherwise receives notice that Seller has failed or refused to remove or otherwise cure the Objectionable Matters, Buyer shall, within ten (10) days of either said COE date or its receipt of notice of such failure or inability, notify Seller and Escrow Agent in writing of Buyer’s election to either (i) declare Seller to be in default under this Agreement and terminate this Agreement, whereupon the Earnest Money Deposit shall be returned to the Buyer, Seller shall promptly reimburse Buyer for all out-of-pocket cost incurred by Buyer and all other obligations under this Agreement shall terminate, or (iii) waive such Objectionable Matters whereupon the transaction shall close five (5) business days after Buyer notifies Seller of such election. If written notice of such election is not timely given by Buyer pursuant to the foregoing sentence, then Buyer shall be deemed to have elected to terminate this Agreement in accordance with clause (i) of the preceding sentence.

7. BUYER’S STUDY PERIOD.

(a) The Study Period. Buyer shall have until 11:59- p.m. ET on the thirtieth (30th) day after the Buyer’s receipt of written notice from Seller that the Inspection Period under Article V of the AIN Contract (as defined in Section 12.2 below) has been satisfied or waived by the Buyer under the AIN Contract, within which to conduct and approve any investigations, studies or test deemed necessary by Buyer, in Buyer’s sole discretion and at Buyer’s sole cost, to determine the feasibility of acquiring the Property, including, without limitation, Buyer’s right to: (i) review and approve the Survey, the Lease, the Guaranty and Seller’s operating statements with respect to each Parcel, and the Contracts; (ii) meet and confer with Tenant; and, (iii) obtain, review and approve an environmental study of the Real Property and Buildings (collectively, “Buyer’s Diligence”).

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(b) Right of Entry. Subject to the prior rights of the Tenant in the Property, Seller hereby grants to Buyer and Buyer’s agents, employees and contractors the right to enter upon the Property, at any time or times prior to COE, upon reasonable advance notice to Seller, to conduct Buyer’s Diligence. Any entry on the Property shall be conducted in a manner so as to not unreasonably interfere with the Tenants’ business operations on the Property,· Buyer shall not perform ·any invasive or destructive testing or examination without advance written permission of the Seller, which permission shall not be Unreasonably withheld, and Buyer shall promptly thereafter restore the Property to its condition immediately preceding such testing or examinations. In consideration therefor, Buyer shall and does hereby agree to indemnify and hold Seller harmless from and against any and all claims for expenses, costs, losses, liabilities and/or damages asserted against Seller, including, but not limited to, court costs and reasonable attorneys’ fees; which may be incurred by Seller solely as a direct result of Buyer’s Diligence provided that Buyer shall not be responsible for any damages resulting from a mere discovery of a pre-existing condition at the Real Property. Buyer’s indemnity and hold harmless obligation shall survive cancellation of this Agreement or COE.

(c) Cancellation. Unless Buyer so notifies Seller or Escrow Agent, in w1iting, on or before the end of the Study Period of Buyer’s acceptance of Buyer’s Diligence as to the Parcels and waiver of the contingencies as set forth in this Section 7, for any or no reason, this Agreement shall be canceled and the Earnest Money Deposit shall be returned immediately to Buyer and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation under this Agreement. In addition, Buyer shall have the right at any time during the Study Period to send written notice to Seller terminating this Agreement for any or no reason for the entire Property and the ·Earnest Money Deposit shall be returned immediately to Buyer and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation under this Agreement.

(d) Tenant Right of First Refusal or Right of First Offer. If any Lease contains a tenant right of first refusal or right of first offer (either such right, a “ROFR”), the parties hereby agree that the Study Period shall commence and run as set forth in Section 7(a) above, and commencement thereof shall not be tolled pending receipt of a written waiver of such ROFR by Tenant; provided, however, that in return therefor, Seller hereby agrees that, in the event Tenant does give notice of its intent to exercise an ROFR or does· actually exercise the ROFR, Seller shall promptly reimburse to Buyer all reasonable out-of-pocket and third-party property diligence expenses incurred by Buyer, including, without limitation, reasonable attorneys’ fees and costs.

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8. DELIVERY OF SELLER’S DILIGENCE MATERIALS.

(a) Deliveries to Buyer. Seller agrees to deliver to Buyer within five (5) days of the Opening of Escrow the information in Seller’s possession or control relating to the leasing, operating, maintenance, construction (including any Certificate of Occupancy for the Property), repair, zoning (including any zoning verification letters), platting, engineering, soil tests, water tests, environmental tests, market studies, master planning, architectural drawings and like matters regarding each Parcel and/or the Tenant (collectively, “Seller’s Diligence Materials”), all at no cost to Buyer. The information may be provided in electronic format. The foregoing deliveries shall inch,1de, but· not be limited to, copies of: (i) the Leases, including all amendments thereto, guaranties thereof and assignments thereof; (ii) the site plan with respect to, and survey of the Property; (iii) copies of all Contracts, Warranties and Permits; and (iv) Phase I Reports, Phase II Reports and any other environmental reports in Seller’s possession or control concerning the Property. Should Seller receive new or updated information regarding any of the matters set forth in this Section 8(a) after the· Effective Date and prior to COE, Seller will immediately notify Buyer of such fact and will promptly deliver complete copies thereof to Buyer. Any documents furnished to Buyer by Seller relating to the Property including, without limitation, rent rolls, service agreements, management contracts, maps, surveys, studies, pro­ formas, reports and other information, including but not limited to the Seller’s Diligence Materials, shall be deemed furnished as a courtesy to Buyer but without warranty from Seller, except that Seller represents and warrants that such documents furnished to Buyer shall be complete copies of the documents in Seller’s possession.

(b) Delivery by Buyer. If this Agreement is canceled for any reason, except Seller’s willful default hereunder, Buyer agrees to deliver to Seller upon payment by Seller to Buyer of Buyer’s cost thereof, copies of those investigations, studies and/or tests which Buyer may have elected to obtain.

9. THE SURVEY. Promptly after the Opening of Escrow, Buyer shall order from a surveyor licensed in the State where the Parcel is located a current, certified ALTA As-Built survey of the Real Property, Building and Improvements for each Parcel (each a “Survey”), whereupon the legal description in the Survey shall control over the description in Exhibit A attached hereto to the extent they may be inconsistent. The Survey shall set forth the legal description and boundaries of the Property and all easements, encroachments and improvements thereon. Buyer shall pay for the cost of the Survey.

10. IRS SECTION 1445. Seller shall furnish to Buyer in escrow by COE a sworn affidavit (the “Non-Foreign Affidavit”) stating under penalty of perjury that Seller is not a “foreign person” as such term is defined in Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended (the “Tax Code”). If Seller does not timely furnish the Non-Foreign Affidavit, Buyer may withhold (or direct Escrow Agent to withhold) from the Purchase Price, an amount equal to the amount required to be so withheld pursuant to Section 1445(a) of the Tax Code, and such withheld funds shall be deposited with the Internal Revenue Service as required by such Section 1445(a) and the regulations promulgated thereunder. The amount withheld, if any, shall nevertheless be deemed to be part of the Purchase Price paid to Seller.

11. DELIVERY OF POSSESSION. Seller shall deliver possession of the Property to Buyer at COE subject only to the rights of Tenant under the Leases as approved by Buyer as part of Buyer’s Diligence.

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12. CONDITIONS PRECEDENT.

12.1 BUYER’S CONDITIONS PRECEDENT. In addition to all other conditions precedent set forth in this Agreement, Buyer’s obligations to perform under this Agreement and . to close escrow are expressly subject to the following: ·

(a) the deposit by Seller to Escrow Agent, for delivery to Buyer at COE, of the original Transfer Documents duly executed by Seller for each Parcel;

(b) the issuance of the Owner’s Policy (or a written commitment therefor) subject only to those matters approved or deemed approved by Buyer pursuant to Section 6(e) of this Agreement for each Parcel;

(c) the delivery by Seller to Buyer at COE of all security deposits and pre- paid/abated rents under the Leases for such Property, if any, in the form of a credit in favor of Buyer against the Purchase Price for each Parcel;

(d) the deposit by Seller with Escrow Agent (for delivery to Buyer at COE) not later than five (5) business days prior to COE of an original estoppel certificate for each Parcel in substantially the form attached hereto at Exhibit G, dated not more than forty-five (45) days prior to COE, (ii) if required by Buyer, a subordination, non-disturbance and attornment agreement executed by Tenant, in form attached to the Lease (or if no form is attached to the Lease in the form and substance reasonably acceptable to Tenant), for the benefit of Buyer’s lender, if any for each Parcel (Buyer agrees to make such application and be responsible for the cost of the same, if any), and (iii) to the extent such REA’s require the delivery of the same by the parties therein, Seller will apply for. and use commercially reasonable efforts to obtain an original estoppel certificate executed by all other parties to any applicable reciprocal easement agreement or declaration of covenants, conditions and/or restrictions on each Parcel (the “REA’s”) and addressed or certified to Buyer and its Lender, if any, stating that such instrument is ip full force and effect and is not modified (except as disclosed in such estoppel certificate) and, to the best knowledge of the party giving the estoppel, the other party or parties thereto is/are not in default under the applicable instrument and all amounts, if any, owing under the applicable agreement have been paid in full;

(e) the deposit with Escrow Agent and Buyer prior to the expiration of the Study Period of an executed waiver by Tenant of any right of first refusal under the Leases, if applicable;

(f) the deposit with Escrow Agent of an executed affidavit of Seller and such other documentation as may be reasonably required by Escrow Agent to allow for the deletion of any mechanics’ lien exception from the Owner’s Policy and any Gap affidavits or undertakings required by the Title Company for each Parcel;

(g) intentionally deleted;

(h) the deposit with Escrow Agent, for delivery to Buyer at COE, of a letter from Seller to Tenant requesting that future rent under the Leases be paid to Buyer;

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(i) intentionally deleted;

(j) there has been no “Insolvency Event” with respect to the Tenant. As used in this subsection (j), an “Insolvency Event” shall have occurred if the Tenant becomes insolvent within the meaning of the United States Bankruptcy Code, 11 U.S.C. Sec. 101 et seq., as amended (the “Bankruptcy Code”), files or notifies Seller or any affiliate of Seller that it intends to file a petition under the Bankruptcy Code, initiates a proceeding under any similar law or statute relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts (collectively, hereinafter, an “Action”), becomes the subject of either a petition under the Bankruptcy Code or an Action, or is not generally paying its debts as the same become due; ·

(k) intentionally deleted;

(1) to the extent in Seller’s possession, delivery to Buyer of copies of the original, fully-executed Leases, and a copy of all guaranties thereof, all exhibits, amendments and other modifications thereto, and, if seller is not the original landlord under the Leases, all assignments necessary to establish that Seller is the successor-in-interest to the landlord’s rights under the Leases; and

(m) to the extent in Seller’s possession or control, the deposit by Seller with Escrow Agent, for delivery to Buyer at COE, of originals of the Contracts,· Warranties and Permits, if any, in the possession of Seller or Seller’s agents, including, without limitation, any warranties covering the roof or any other part of the Improvements, and any correspondence with respect thereto, together with such non-proprietary leasing and property manuals, files and records which are material in connection with the continued operation, leasing and maintenance of the Property.

If the foregoing conditions have not been satisfied by the specified date or COE as the case may be, then Buyer shall have the right, at Buyer’s sole option, by giving written notice to Seller and Escrow Agent, to (i) cancel this Agreement, whereupon the Earnest Money Deposit shall be paid immediately by Escrow Agent to Buyer and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation under this Agreement, or (ii) extend such specified date or COE, as applicable, for such amount of time as Buyer deems reasonably necessary to allow Seller to satisfy such conditions.

The satisfaction of the closing obligations and the closing of any Parcel is contingent upon the satisfaction of the closing obligations and the closing of any other Parcel.

12.2 SELLER’S CONDITIONS PRECEDENT. In addition to all other conditions precedent set forth in this Agreement, Seller’s obligations to perform under this Agreement and to close escrow are expressly subject to the following:

(a) Seller (or its affiliates) are the Purchaser, and AIN Partners LP, a Delaware limited partnership (“AIN”), is the Seller under a Contract of Sale dated                    2012, for the sale and purchase of 23 CVS zero coupon stores (the “AJN Contract”). In the event the AIN Contract is terminated for any reason other than breach by Buyer, this Agreement shall terminate automatically whereupon the Earnest Money shall be returned to Buyer and the parties shall have no further rights, duties or obligations hereunder except with respect to the provisions of this Agreement which expressly survive the termination of this Agreement. Seller shall not be required to close as to the Property under this Agreement until all open contingencies of AIN under the AIN Contract have been satisfied or waived in writing by AIN.

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If the foregoing conditions have not been satisfied or waived by Seller by COE, then Seller shall have the right, at Seller’s sole option, by giving written notice to Buyer and Escrow Agent prior to COE, to cancel this Agreement, whereupon the Earnest Money Deposit shall be returned immediately by Escrow Agent to Buyer and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation under this Agreement.

13. SELLER’S REPRESENTATIONS WARRANTIES AND COVENANTS.

(a) Seller hereby represents and warrants to Buyer as of the Effective Date and again as of COE for each Parcel that:

(i) to Seller’s knowledge, there are no unrecorded leases (other than the Lease), liens or encumbrances which may affect title to the Property; any existing financing secured by the Property or any part thereof shall be satisfied and discharged in full at or prior to · COE and any liens or encumbrances relating thereto shall be terminated and released of record at or prior to COE;

(ii) to Seller’s knowledge, no notice of violation has been issued with regard to any applicable regulation, ordinance, requirement, covenant, condition or restriction relating to the present use or occupancy of the Property by any person, authority or agency having jurisdiction;

(iii) to Seller’s knowledge, there are no intended public improvements which will or could result in any charges being assessed against the Property which will result in a lien upon the Property;

(iv) to Seller’s knowledge, there is no impending or contemplated condemnation or taking by inverse condemnation of the Property, or any portion thereof, by any governmental authorities;

(v) there are no suits .or claims pending or to Seller’s knowledge, threatened with respect to or in any manner affecting the Property or the Tenant, nor does Seller know of any circumstances which should or could reasonably form the basis for any such suits or claims which have not been disclosed in writing to Buyer by Seller;

(vi) Seller has not entered into and there is not existing any other agreement, written or oral, under which Seller is or could become obligated to sell the Property, or any portion thereof, to a third party, except for any right of first refusal under the Leases;

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(vii) Seller has not taken any action before any governmental authority having jurisdiction there over, the object of which would be to change the present zoning of or other land-use limitations, upon the Property, or any portion thereof, or its potential use, and, to Seller’s knowledge after due inquiry, there are no pending proceedings, the object of which would be to change the present zoning or other land-use limitations;

(viii) to Seller’s knowledge, this transaction will not in any way violate any other agreements to which Seller is a party;

(ix) Seller has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, the agreed upon forms of which are attached hereto as Exhibits;

(x) to Seller’s knowledge, no default of Seller exists under the Lease; Seller has not sent any written notice of default to Tenant and, to Seller’s knowledge, no default of Tenant exists under the Lease; Seller has not received any notice or correspondence from Tenant or Tenant’s agents indicating Tenant’s desire, willingness or intent to amend, modify, assign or terminate the Lease nor any notice or correspondence requesting the consent of Seller to any of the foregoing; the Guaranty is in full force and effect;

(xi) except as set forth in the Leases, Tenant is not entitled to any free rent periods or rental abatements, concessions or other inducements for any period subsequent to COB;

(xii) Intentionally deleted;

(xiii) to Seller’s knowledge, all amounts due and payable by Seller under the Contracts and the REA’s have been paid in full and no default of Seller exists under any of the Contracts or any of the REA’s and, to Seller’s knowledge, no default of any other party exists under any of the Contracts or any of the REA’s;

(xiv) no consent of any third party is required in order for Seller to enter into this Agreement and perform Seller’s obligations hereunder, except to the extent a Tenant has a right of first refusal under a Lease;

(xv) except as set forth in Seller’s Diligence Materials, Seller has no actual knowledge that there exists or has existed, and Seller itself has not caused any generation, production, location, transportation, storage, treatment, discharge, disposal, release or threatened release upon, under or about the Property of any” Hazardous Materials. “Hazardous Materials” shall mean any flammables, explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or related materials, asbestos or any material containing asbestos (including, without limitation, vinyl asbestos tile), or any other substance or material, defined as a “hazardous substance” by any federal, state, or local environmental law, ordinance, rule or regulation including, without limitation, the Federal Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, the Federal Hazardous Materials Transportation Act, as amended, the Federal Resource Conservation and Recovery Act, as amended, and the rules and regulations adopted and promulgated pursuant to each of the foregoing;

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(xvi) except as set forth in Seller’s Diligence Materials, to Seller’s actual knowledge, there is not now, nor has there ever been, on or in the Property underground storage tanks, any asbestos-containing materials or any polychlorinated biphenyls, including those used in hydraulic oils, electric transformers, or other equipment;

(xvii) to Seller’s knowledge, there are no proceedings pending· for the increase of the assessed valuation of the Real Property;

(xviii) the execution, delivery and performance of this Agreement and the Transfer Documents, the agreed upon forms of which are attached hereto as Exhibits; have not and will not constitute a breach or default under any other agreement, law or court order under which Seller is a party or may be bound;

(xix) to Seller’s knowledge, Seller has not withheld any information within its possession or of which it is actually aware regarding the Property or any part thereof that would reasonably be considered by an experienced purchaser to be material to that purchaser’s decision to acquire the Property;

(xx) except as specifically set forth in the Leases or Seller’s Due Diligence Materials, Tenant has no right of first offer or first refusal to purchase the Property or any portion thereof. Seller has performed and will continue to perform all of the obligations, and has observed and will observe all of the covenants, required of the landlord under the Leases arising prior to the date of the Closing. Except as specifically set forth ·in the Leases, there are no agreements with either Tenant for the performance of any work by Seller, as landlord, at the Property; and,

(xxi) to Seller’s knowledge, there are no sale, listing or leasing commission obligations affecting the Leases or the Property as of the date hereof, except .with regard to the sale commission of the Broker which shall be paid by Seller at COE, and no such agreements shall affect the Leases or the Property as of the date of the COE.

(b) Further, Seller hereby covenants to Buyer as of the Effective Date as to each Parcel that:

(i) Seller will not enter into nor execute any agreement, written or oral, under which Seller is or could become obligated to sell the Property, or any portion thereof, to a third party, without Buyer’s prior written consent;

(ii) Seller will not, without the prior written consent of Buyer, take any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land-use limitations, upon the Property, or any portion thereof, or its potential use;

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(iii) except for any item to be prorated at COE in accordance with this Agreement, all bills or other charges, costs or expenses arising out of or in connection with or resulting from Seller’s use, ownership, or operation of the Property up to COE, unless the Tenant’s responsibility under any Lease, shall be caused by Seller to be paid in full;

(iv) all general real estate taxes, assessments and personal property taxes that have become due with respect to the Property (except for those that will be prorated at COE) have been paid or will be so paid pursuant to the terms of each Lease;

(v) between the Effective Date and COE or any earlier termination of this Agreement, Seller shall not execute or enter into· any lease with respect to the Property or any part thereof, or terminate, amend, modify, extend or waive any rights under the Lease or the Guaranty without Buyer’s prior written consent, which consent may be withheld at Buyer’s sole discretion;

(vi) between the Effective Date and COE or any earlier termination of this Agreement, Seller shall, at its sole cost:

(1) continue to operate the Property as heretofore operated by Seller subject to Buyer’s rights under this Agreement to direct specific activities of Seller;

(2) maintain or cause Tenant to maintain the Property in its . current condition and perform required and routine maintenance and make replacements of each part of the Property that is tangible property (whether real or personal) and perform repairs or make replacements to any broken, defective or malfunctioning portion the Property that is tangible property (whether real or personal) as the relevant conditions require;

(3) pay or cause Tenant to pay (as applicable) prior to COE, all sums due for work, materials or services furnished or otherwise incurred in the ownership, use or operation of the Property up to COE;

(4) comply or cause Tenant to comply with all governmental requirements applicable to the Property;

(5) except as required by a governmental agency, not place or permit to be placed on any portion of the Property any new improvements of any kind or remove or permit any improvements to be removed from the Property without the prior Written consent of Buyer;

(6) without Buyer’s prior written consent, Seller shall not, by voluntary or intentional act or omission to act, further cause or create any easement, encumbrance, or mechanic’s or materialmen’s liens, and/or similar liens or encumbrances to arise or to be imposed upon the Premises or any portion thereof that affects title thereto, or to allow any amendment or modification to any existing easements or encumbrances; and

(7) cause Tenant to comply in all respects with the terms, covenants and conditions of the Lease;

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(vii) Seller shall and hereby does assign to Buyer, effective as of COE, all claims, counterclaims, defenses, or actions, whether at common law, or pursuant to any other applicable federal or state or other laws which Seller may have against any third parties relating to the existence of any Hazardous Materials in, at, on, under or about the Property (including Hazardous Materials released on the Property prior to COE and continuing in existence on the Property at COE);

(viii) Seller shall not, without the prior written consent of Buyer, provide a copy of, nor disclose any of the terms of, this Agreement to any appraiser; and

(c) Should Seller receive notice or knowledge of any information that qualifies any of the matters set forth in this Section 13 after the Effective Date and prior to COE, Seller will immediately notify Buyer of the same in writing.

All representations, warranties and covenants made in this Agreement by Seller shall survive the execution and delivery of this Agreement and COE for one (1) year after COE. Seller shall and does hereby indemnify against and hold Buyer harmless from any loss, damage, liability and expense, together with all court costs and attorneys’ fees which Buyer may incur, by reason of any material misrepresentation by Seller or any material breach of any of Seller’s warranties or covenants. Seller’s indemnity and hold. harmless obligations shall survive COE for a period of one (1) year. After COE, the aggregate liability of Seller with respect to all claims hereunder shall not exceed $100,000 per Parcel Notwithstanding the foregoing, no representation, warranty, covenap.t or agreement made in this Agreement by Seller shall survive the Closing relative to any matters disclosed in the Seller’s Diligence Materials or known to Buyer to be untrue or incorrect and of which Seller is not notified by Buyer prior to or at Closing. Buyer further acknowledges that Seller has no duty of investigation and inquiry in determining whether or not the Property is suitable for Buyer’s purpose. Buyer is deemed to have constructive knowledge of all information contained in the Seller’s Diligence Materials and information that could be reasonably inferred from such Seller’s Diligence Materials.

14. BUYER’S REPRESENTATIONS WARRANTIES AND COVENANTS.

(a) Buyer hereby represents and warrants to Seller as of the Effective Date and again as of COE that:

(i) this transaction will not in any way violate any other agreement to which Buyer is a party;

(ii) Buyer has full power and authority to execute, deliver and perform under this Agreement as well as under the Transfer Documents, the agreed upon forms of which are attached hereto as Exhibits;

(iii) no consent of any third party is required in order for Buyer to enter into this Agreement and perform Buyer’s obligations hereunder;

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(iv) there are no actions or proceedings pending or to Buyer’s knowledge, threatened against Buyer which may in any manner whatsoever affect the validity or enforceability of this Agreement or any of the documents, the agreed upon forms of which are attached hereto as Exhibits; ·

. (v) Buyer is a sophisticated investor with substantial experience investing in assets as the same type as the Property and Buyer has the financial capacity to make the investment described herein; and

(vi) the execution, delivery and performance of this Agreement and the Transfer Documents, the agreed upon forms of which are attached hereto as Exhibits, have not and will not constitute a breach or default under any other agreement, law or court order under which Buyer is a party or may be bound.

(b) Further, Buyer hereby covenants to Seller as of the Effective Date that:

(i) should Buyer receive notice or knowledge of any information regarding any of the matters set forth in this Section 14 after the Effective Date and prior to COE, Buyer will promptly notify Seller of the same in writing.

All representations, warranties and covenants made in this Agreement by Buyer shall survive the execution and delivery of this Agreement and COE for one (1) year after COE. Buyer shall and does hereby indemnify against and hold Seller harmless from any loss, damage, liability and expense, together with all court costs and attorneys’ fees, if awarded by a court of law, which Seller may incur, by reason of any material misrepresentation by Buyer or any material breach of any of Buyer’s warranties or covenants. Buyer’s indemnity and hold harmless obligations shall survive COE for a period of one (1) year. After COE, the aggregate liability of Buyer with respect to all claims hereunder shall not exceed $100,000 per Parcel.

15. “AS IS” SALE — NO ADDITIONAL REPRESENTATIONS OR WARRANTIES OF SELLER. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SPECIFIED IN SECTION 13 OF THIS AGREEMENT OR ANY OF THE TRANSFER DOCUMENTS EXECUTED IN CONNECTION THEREWITH, SELLER HAS NOT MADE, AND SELLER HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATION OR WARRANTY OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, WITH RESPECT TO THE PROPERTY, TENANTS OR GUARANTOR, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS·, THE COMPLIANCE OF THE PARCELS OR IMPROVEMENTS WITH GOVERNMENTAL LAWS, THE TRUTH OR ACCURACY OF ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO BUYER, THE FINANCIAL CONDITION OF THE GUARANTOR OR TENANTS, OR ANY OTHER MATTER OR THING REGARDING GUARANTOR, THE PARCELS, IMPROVEMENTS OR TENANTS. BUYER AGREES TO ACCEPT THE PARCELS, IMPROVEMENTS AND ACKNOWLEDGES THAT THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE BY SELLER ON AN “AS IS, WHERE IS, AND WITH ALL FAULTS” BASIS. BUYER IS AN EXPERIENCED BUYER OF PROPERTIES SUCH AS THE PROPERTY AND BUYER HAS MADE OR WILL MAKE BUYER’S OWN INDEPENDENT INVESTIGATION OF THE PARCELS OR IMPROVEMENTS. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING HEREUNDER.

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16. Intentionally deleted.

17. RENTS AND DEPOSITS. Seller and Buyer agree that, in addition to all other conditions and covenants contained herein, Seller shall deliver to Buyer and Escrow Agent not later than the day immediately prior to COE information, certified by Seller to be true and accurate as of the date thereof and as of the date of COE, for each Parcel, with respect to (i) the amount of Tenant’s security deposit under the Lease, if any, and (ii) prepaid and/or abated rents, including, without limitation, the amount thereof and the date to which such rents have been paid.

18. BROKER’S COMMISSION. Concerning any brokerage commission, the Parties agree as follows:

(a) the Parties warrant to one another that they have not dealt with any finder, broker or realtor in connection with this Agreement except for Sean O’Shea at BCR Advisors (the “Broker”); and

(b) if any person shall assert a claim to a finder’s fee or brokerage commission on account of alleged employment as a finder or broker in connection with this Agreement, including the Broker, the Party under whom the finder or broker is claiming shall indemnify and hold the other Patty harmless from and against any such claim and all costs, expenses and liabilities incurred in connection with such claim or any action or proceeding brought on such claim, including, but not limited to, counsel and witness fees and court costs in defending against such claim. The provisions of this subsection shall survive cancellation of this Agreement or COE; and

(c) Seller shall be responsible for the payment of the commission to the Broker pursuant to a separate written agreement between Seller and the Broker, which commissions shall only be paid upon COE and Seller’s receipt of the Purchase Price.

19. CLOSE OF ESCROW. COE shall be on or before 5:00p.m. ET on the later of the thirtieth (30tl) day after the expiration of the Study Period or the first (1st) business day after satisfaction of all contingencies to COE, but in no event later than the ninetieth day after the expiration of the Study Period (the “Closing Date”).

20. BINDING VALIDITY. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns. Buyer may designate someone other than Buyer, as grantee and/or an assignee, under the Transfer Documents for each Parcel by providing written notice of such designations prior to COE. No such designation or assignment will release or relieve Buyer of its obligations under this Agreement.

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21. RISK OF LOSS. Seller shall bear all risk of loss resulting from or related to damage of or to the Property or any part thereof which may occur prior to COE. Seller shall also bear all risk of loss resulting from or related to a taking or condemnation of the Prope1ty or any part thereof with respect to which written notice of a proposed condemnation or taking is received, a condemnation proceeding is commenced, a condemnation proceeding is concluded or all or any part of the Property is conveyed in lieu of condemnation prior to COE (any such damage, taking or condemnation event a “Risk of Loss Event”). In the event of any Risk of Loss Event prior to COE, Buyer may, at Buyer’s sole option, by written notice to Seller and Escrow Agent, cancel this Agreement whereupon the Earnest Money Deposit shall be paid immediately by Escrow Agent to Buyer and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation hereunder. In the alternative, Buyer may attempt to negotiate an appropriate downward adjustment of the Purchase Price. If Seller and Buyer cannot agree upon such a downward adjustment within a reasonable period (not to exceed ten (10) days from the date Buyer receives notice of the loss) Buyer may cancel or terminate this Agreement as provided above. In the event of any Risk of Loss Event which does not result in a Cancellation of this Agreement or termination of this Agreement, Seller shall at COE and as a condition precedent thereto, pay Buyer or credit Buyer against the Purchase Price the amount of any insurance or condemnation proceeds actually received, or assign. to Buyer, as of COE and in a form acceptable to Buyer, all rights or claims for relief to the same, and credit to Buyer an amount equal to the deductible (if any) under the insurance policy.

22. REMEDIES.

(a) Seller’s Breach. If Seller breaches· this Agreement, including, without limitation, a breach of any representation or warranty of Seller set forth herein and/or the failure of Seller to satisfy any conditions precedent to COE specified in Section 12 above that are within Seller’s control, Buyer may, at Buyer’s sole option, either: (i) by written notice to Seller and Escrow Agent, cancel this Agreement whereupon the Earnest Money Deposit shall be paid immediately by Escrow Agent to Buyer, Seller shall promptly reimburse to Buyer its reasonable out-of-pocket and third-party property diligence expenses (not to exceed $100,000.00) and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation hereunder; (ii) extend the date scheduled for COE for such reasonable period of time as may be required to permit Seller to cure or remedy such breach, provided such period of time shall not exceed thirty (30) days unless such greater period of time is agreed to in writing by Seller; or (iii) seek specific performance against Seller (including the recovery of court costs and reasonable attorney fees) in which event COE shall be automatically extended as necessary. Notwithstanding the foregoing, if specific performance is unavailable as a remedy to Buyer because of Seller’s affirmative act, Buyer shall be entitled to pursue all—rights and remedies available at law or in equity. Seller hereby acknowledges and agrees that the provisions of this Section 22(a) shall not limit any rights or remedies Buyer may have against Seller after COE for any misrepresentation,- breach of warranty or default by Seller in any of its obligations under this Agreement, the Transfer Documents or any other documents to be entered into pursuant to this Agreement.

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(b) Buyer’s Breach. If Buyer breaches this Agreement, as its sole remedy Seller shall be entitled to reimbursement from Buyer of Seller’s reasonable out-of-pocket and third-party property diligence expenses (not to exceed $100,000.00) and to retain the Earnest Money Deposit in accordance with Section 5(b) as Seller’s agreed and total liquidated damages. Seller hereby waives any right to seek any equitable or legal remedies against Buyer.

23. Intentionally deleted.

24. NOTICES.

(a) Addresses. Except as otherwise required by law, any notice required or permitted hereunder shall be in writing and shall be given by personal delivery, or by deposit in the U.S. Mail, certified registered, return receipt requested, postage prepaid, addressed to the Parties at the addresses set forth below, or at such other address as a Party may designate in writing pursuant hereto, or telecopy (fax), or any express or overnight delivery service (e.g., Federal Express), delivery charges prepaid:

if to Seller:	HILL DEVELOPMENT COMPANY 31194 Napa Valley Crest Waukee, Iowa 50263 Attention: David Hill, President
with copies to:	Belin McCormick, P.C. 666 Walnut Street, Ste. 2000 Des Moines, Iowa 50309 Attention: Steven E. Zumbach, Esq. Tel: (515) 283-4676
if to Buyer:	ARCTRUST EQUITIES, LLC 1401 Broad Street Clifton, New Jersey 07013 Attention: Marc A. Perel Tel: (973) 249-1000 Fax: (973) 249-1001
with copies to:	Ansell Grimm & Aaron, P.C. 341 Broad Street Clifton, New Jersey 07013 Attention: David B. Zolotorofe, Esq. Tel: (973) 247-9000 Fax: (973) 247-9199
If to Escrow Agent:	First American Title Insurance Company 2425 E. Camelback Road, Suite 400

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Phoenix, AZ 85016

Attention: Mr.Brandon Grajewski

Tel.: (602) 567-8145

Fax: (602) 567-8101

(b) Effective Date of Notices. Notice shall be deemed to have been given on the date on which notice is delivered, if notice is given by personal delivery or telecopy, and on the date of deposit in the mail, if mailed or deposited with the overnight carrier, if used. Notice shall be deemed to have been received (i) on the date on which the notice is received, if notice is given by telecopy or personal delivery, (ii) on the first business day following deposit with an overnight carrier, if used, and (iii) on the second (2nd) day following deposit in the U.S. Mail, if notice is mailed. If escrow has opened, a copy of any notice given to a party shall also be given to Escrow Agent by regular U.S. Mail or by any other method provided for herein.

25. CLOSING COSTS.

(a) Closing Costs. Seller and Buyer agree to pay closing costs as indicated in this Agreement and in the escrow instructions attached hereto as Exhibit H, and by this reference incorporated herein (the “Escrow Instructions”). At COE, Seller shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases, including any and all defeasance fees, and (ii) all other costs to be paid by Seller under this Agreement. At COE, Buyer shall pay (i) the fees and costs due Escrow Agent for its services, (ii) the cost of the Title Policy and Survey, (iii) the transfer tax associated with the sale of the Property, if any, and (iv) all other costs to be paid by Buyer under this Agreement. Except as otherwise provided for in this Agreement, Seller and Buyer will each be solely responsible for and bear all of their own respective expenses, including, without limitation, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein. Because the real estate taxes are the responsibility of the Tenant, regardless of whether owed or not at time of COE there shall be no real estate taxes proration or credit of any kind for real estate taxes. The rent proration shall be calculated through escrow as of COE based upon the latest available information, including, without limitation, a credit to Buyer for any rent prepaid by Tenant for the period beginning with and including the date on which the closing occurs through and including the last day of the month in which the closing occurs. Any other closing costs not specifically designated as the responsibility of either Party in the Escrow Instructions or in this Agreement shall be paid by Seller and Buyer according to the usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at COE. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as provided in this Section 25(a), Seller and Buyer shall each bear their own costs in regard to this Agreement.

(b) Post-Closing Adjustment. If after COE, the parties discover any errors in adjustments and apportionments or additional information becomes available which would render the closing prorations inaccurate in an amount in excess of $2,500.00, the same shall be corrected as soon after their discovery as possible. The provision of this Section 25(b) shall survive COE except that no adjustment shall be made later than eighteen (18) months after COE unless prior to such date the Party seeking the adjustment shall have delivered a written notice to the other Party specifying the nature and basis for such claim. In the event that such claim is valid, the Party against whom the claim is sought shall have ten (10) days in which to remit any adjustment due.

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(c) Instructions. This Agreement, together with the Escrow Instructions, shall constitute escrow instructions for the transaction contemplated herein. Such escrow instructions shall be construed as applying principally to Escrow Agent’s employment.

26. ESCROW CANCELLATION CHARGES. If escrow fails to close because of Seller’s default, Seller shall be liable for any cancellation charges of Escrow Agent. If escrow fails to close because of Buyer’s default, Buyer shall be liable for any cancellation charges of Escrow Agent. If escrow fails to close for any other reason, Seller and Buyer shall each be liable for one-half of any cancellation charges of Escrow Agent. The provisions of this Section 26 shall survive cancellation of this Agreement.

27. APPROVALS. Concerning all matters in this Agreement requiring the consent or approval of any Party, the Parties agree that any such consent or approval shall not be unreasonably withheld unless otherwise provided in this Agreement.

26. ADDITIONAL ACTS. The Parties agree to execute promptly such other documents and to perform such other acts as may be reasonably necessary to carry out the purpose and intent of this Agreement.

29. GOVERNING LAW. This Agreement shall be governed by and construed or enforced in accordance with the laws of the State of where the Parcel at issue is located, or if the matter .at issue does not relate to a specific Parcel, the laws of the State of North Carolina.

30. CONSTRUCTION. The terms and provisions of this Agreement represent the results of negotiations among the Parties, each of which has been represented by counsel of its own choosing, and neither of which has acted under· any duress or compulsion, whether legal, economic or otherwise. Consequently, the terms and provisions of this Agreement shall be interpreted and construed in accordance with their usual and customary meanings, and the Parties each hereby waive the application of any rule of law which would otherwise be applicable in connection with the interpretation and construction of this Agreement that ambiguous or conflicting terms or provisions contained in this Agreement shall be interpreted or construed against the Party whose attorney prepared the executed Agreement or any earlier draft of the same.

31. TIME OF ESSENCE. Time is of the essence of this Agreement. However, if this Agreement requires any act to be done or action to be taken on a date which is a Saturday, Sunday or legal holiday, such act or action shall be deemed to have been validly done or taken if done or taken on the next succeeding day which is not a Saturday, Sunday or legal holiday, and the successive periods shall be deemed extended accordingly.

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32. INTERPRETATION. If there is any specific and direct conflict between, or any ambiguity resulting from, the te1ms and provisions of this Agreement and the terms and provi­ sions of any document, instrument or other agreement executed in connection herewith or in furtherance hereof, including any Exhibits hereto, the same shall be consistently interpreted in such manner as to give effect to the general purposes and intention as expressed in this Agreement which shall be deemed to prevail and control.

33. HEADINGS. The headings of this Agreement are for reference only and shall not limit or define the meaning of any provision of this Agreement

34. FAX AND COUNTERPARTS. This Agreement may be executed by facsimile and/or in any number of counterparts. Each party may rely upon any facsimile or counterpart copy as if it were one original document

35. INCORPORATION OF EXHIBITS BY REFERENCE. All Exhibits to this Agreement are fully incorporated herein as though set forth at length herein.

36. SEVERABILITY. If any provision of this Agreement is unenforceable, the remaining provisions shall nevertheless be kept in effect.

37. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the Parties and supersedes all prior agreements, oral or written, with respect to the subject matter hereof. The provisions of this Agreement shall be construed as a whole and not strictly for or against any Party.

38. INDEMNITY. Seller shall indemnify, hold harmless and defend Buyer, Buyer’s affiliates, the· partners, trustees, shareholders, directors, officers, attorneys, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns (collectively, the “Indemnified Parties”) from any and all demands, claims (including, without limitation, causes of action in tort), legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”) that may arise on account of or in any way be connected with any actions, suits, proceedings or claims brought by third parties against Buyer (a) relating to any actual or alleged events, acts or omissions occurring with respect to the Property prior to COB, and/or (b) based upon Buyer’s ownership of the Property but with respect to which the claimed loss, damage or injury occurred prior to COB. Buyer shall indemnify, hold harmless and defend Seller, Seller’s affiliates, the partners, trustees, shareholders, directors, officers, attorneys, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns from any and all Claims that may arise on account of or in any way be connected with any actions, suits, proceedings or claims brought by third parties against Seller (y) relating to any actual or alleged events, acts or omissions occurring with respect to the Property from and after COE, and/or (z) based upon Seller’s ownership of the Property but with respect to which the claimed loss, damage or injury occurred from and after COE. The provisions of this Section 38 shall survive COE for a period of two (2) years thereafter.

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39. PRIVILEGE TAXES. Seller represents, warrants and covenants to Buyer that all state and local transaction privilege, sales, excise, use or similar taxes relating to the development, sale or rental of the :property (including, without limitation any speculative builder tax, owner-builder tax, or construction contractor tax) have been paid and Seller shall pay any such taxes that may arise as a result of the sale of the Property to Buyer as and when due. Seller shall indemnify, hold harmless and defend the Indemnified Parties from any and all Claims relating to a breach of the preceding sentence. The provisions of this Section shall survive COE.

40. Intentionally deleted.

41. TENANT AUDIT RIGHT. In the event that Tenant has the right to inspect and audit the books, records and other documents of the landlord under the Lease which evidence the purchase price of the Real Property, the development and construction costs of the Improvements, and/or common area maintenance costs and expenses, Seller hereby covenants and agrees that it shall retain such books, records and other documents which will enable Tenant to conduct a full and complete audit thereof until the date that is six (6) months after the latest date that Tenant could demand an inspection and/or audit thereof pursuant to the Lease and, upon written request therefore from Buyer, or any successor or assign, thereof, shall provide both Buyer and Tenant with reasonable access thereto and otherwise reasonably cooperate with both Buyer and Tenant with respect to such inspection and/or audit by Tenant. In the event Tenant claims any right to a credit, refund or other reimbursement as a result of such audit, Seller shall indemnify, hold harmless and defend the Indemnified Parties from any and all Claims relating thereto or arising therefrom. The provisions of this Section 41 shall survive COE.

42. IRS 1031 EXCHANGE. Either party may elect to consummate the purchase/sale of the Property as part of a like kind exchange (an “Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder. Seller and Buyer agree to cooperate with the other in all reasonable respects, at the exchanging party’s sole cost and expense, in effecting an Exchange, and each agrees to execute any and all documents (subject to reasonable approval of counsel) as are reasonably necessary in connection therewith. Either party may effect an Exchange through an assignment of this Agreement or its rights under this Agreement to a “qualified intermediary” (as defined in Treasury Regulation Section 1.103(i)-l(g)(iii)). Upon an assignment to a qualified intermediary, all references herein to that party shall be deemed to refer to that party and the qualified intermediary, as the case may be; provided, however, that such assignment shall in no way affect or limit any of the exchanging party’s representations, warranties or covenants contained herein, including such party’s obligations hereunder, as if such assignment shall not have taken place. The exchanging party shall provide the necessary instructions, documents, agreements, or instruments in connection therewith, provided that such party shall reimburse the other party for any expenses incurred as a result of or connected with an Exchange.

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43. DEFEASANCE. Upon receipt by Seller of the Buyer’s acceptance of Buyer’s Due Diligence pursuant to Section 7(c), Seller shall engage a defeasance coordinator and shall provide Buyer with a summary of the three-day closing process required by the documents evidencing Seller’s underlying mortgage financing. Notwithstanding anything to the contrary in this Agreement, COE shall be Day Three (as defined below), which shall be the date of possession of the Property.

(a) Day One. Seller should cause its defeasance coordinator to set up a conference call involving Seller, Seller’s attorney, Buyer, Buyer’s Lender (if any), Buyer’s attorney, and Escrow Agent to confirm that all conditions for funding the purchase of the Property on Day Two other than Seller’s performance have been satisfied. Buyer shall be in material breach if Buyer and its lender do not provide to Seller irrevocable assurance that Buyer will fund on Day Two if Seller’s performance has been satisfied.

(b) Day Two. Buyer and Seller shall execute and deliver to Escrow Agent all documents and funds necessary to close the sale of the Property including documents necessary to release the Property from the lien securing the underlying mortgage financing, and the balance of the Purchase Price. Buyer agrees to arrange with its lender to fund the loan .on the day before the lien of the underlying financing is released.

(c) Day Three. After receiving confirmation of being able to defease the Property, Escrow Agent shall deliver that portion of the funds which are necessary to purchase the securities. After receiving confirmation of the purchase of securities, Escrow Agent will record the deed and other conveyance documents.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the Effective Date.

SELLER:	SC GREENVILLE INVESTORS I, LLC, a Delaware limited liability company
	By:	Hill Development Company, an Iowa corporation, its Sole Member
		By:	/s/ David H. Hill
			David H. Hill, President
	SC CHARLESTON INVESTORS I, LLC, a Delaware limited liability company
	By:	Hill Development Company, an Iowa corporation, its Sole Member
		By:	/s/ David H. Hill
			David H. Hill, President
	SC MOONVILLE INVESTORS I, LLC, a Delaware limited liability company
	By:	Hill Development Company, an Iowa corporation, its Sole Member
		By:	/s/ David H. Hill
			David H. Hill, President

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ANDERSON INVESTORS I, LLC, a Delaware limited liability company
By:	Hill Development Company, an Iowa corporation, its Sole Member

By:	/s/ David H. Hill
	David H. Hill, President

NC GARNER INVESTORS I, LLC, a Delaware limited liability company
By:	Hill Development Company, an lowa corporation, its Sole Member

By:	/s/ David H. Hill
	David H. Hill, President

NC KERNERSVILLE INVESTORS I, LLC, a Delaware limited liability company
By:	Hill Development Company, an Iowa corporation, its Sole Member

By:	/s/ David H. Hill
	David H. Hill, President

NC EDEN INVESTORS I, LLC, a Delaware limited liability company
By:	Hill Development Company, an Iowa corporation, its Sole Member

By:	/s/ David H. Hill
	David H. Hill, President

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NC MADISON INVESTORS I, LLC, a Delaware limited liability company
By:	Hill Development Company, an Iowa corporation, its Sole Member

By:	/s/ David H. Hill
	David H. Hill, President

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NC HUNTERSVILLE INVESTORS I, LLC, a · Delaware limited liability company
By:	Hill Development Company, an Iowa corporation, its Sole Member

By:	/s/ David H. Hill
David H. Hill, President

NC ASHEVILLE INVESTORS I, LLC, a Delaware limited liability company
By:	Hill Development Company, an Iowa corporation, it Sole Member

By:	/s/ David H. Hill
David H. Hill, President

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BUYER:	ARCTRUST EQUITIES, LLC, a New Jersey limited liability company
	By:	/s/ Marc A. Perel
		Marc A. Perel, Manager

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EX-10.13

Exhibit 10.13

FIRST AMENDMENT TO THE

ADVISORY AGREEMENT

BY AND BETWEEN

COLE CREDIT PROPERTY TRUST IV, INC.

AND

COLE REIT ADVISORS IV, LLC

This FIRST AMENDMENT of the ADVISORY AGREEMENT (this “Amendment”) is made as of February 23, 2012 by and between COLE CREDIT PROPERTY TRUST IV, INC., a Maryland corporation (the “Company”), and COLE REIT ADVISORS IV, LLC, a Delaware limited liability company (the “Advisor”). This Amendment amends that certain Advisory Agreement, dated as of January 20, 2012, by and between the Company and the Advisor (the “Advisory Agreement”). All capitalized terms not defined herein shall have the meanings given to each in the Advisory Agreement.

WHEREAS, the Board, including all of the Independent Directors, has determined to amend Section 4.02 of the Advisory Agreement; and

WHEREAS, Section 6.04 of the Advisory Agreement provides that the Advisory Agreement shall not be changed, modified, or amended, in whole or in part, except by an instrument in writing signed by both parties thereto, or their respective successors or assignees;

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. The second sentence of Section 4.02 of the Advisory Agreement is hereby deleted and replaced with the following:

This Agreement also may be terminated at the option of either party upon 60 days written notice without cause or penalty (if termination is by the Company, then such termination shall be upon the approval of a majority of the Independent Directors).

2. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of such counterparts shall together constitute one and the same instrument. This Amendment shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties.

3. Except as specifically amended hereby and as previously amended, the Advisory Agreement shall remain in full force and effect.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

COLE CREDIT PROPERTY TRUST IV, INC.

/s/ Christopher H. Cole

Christopher H. Cole

Chairman, Chief Executive Officer and President

COLE REIT ADVISORS IV, LLC

/s/ Marc T. Nemer

Marc T. Nemer

Chief Executive Officer and President

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EX-10.14

Exhibit 10.14

AMENDED AND RESTATED ESCROW AGREEMENT

UMB Bank, N.A.

1010 Grand Blvd., 4^th Floor

Mail Stop: 1020409

Kansas City, MO 64106

Re:         Cole Credit Property Trust IV, Inc.

Ladies and Gentlemen:

This will confirm our agreement to amend and restate our Escrow Agreement, dated January 20, 2012, as follows:

COLE CREDIT PROPERTY TRUST IV, INC., a Maryland corporation (the “Company”), will issue in a public offering (the “Offering”) shares of its common stock (the “Stock”) pursuant to a registration statement on Form S-11 filed by the Company with the Securities and Exchange Commission. Cole Capital Corporation, an Arizona corporation (the “Dealer Manager”), will act as dealer manager for the offering of the Stock. The Company is entering into this agreement to set forth the terms on which UMB BANK, N.A. (the “Escrow Agent”), will, except as otherwise provided herein, hold and disburse the proceeds from subscriptions for the purchase of the Stock in the Offering until such time as: (i) in the case of subscriptions received from all nonaffiliates of the Company, the Company has received subscriptions for at least $2,500,000 in shares of Stock in the Offering (the “Required Capital”); (ii) in the case of subscriptions received from residents of Pennsylvania (“Pennsylvania Subscribers”), the Company has received subscriptions for Stock from nonaffiliates of the Company resulting in total minimum capital raised of $148,750,000 (the “Pennsylvania Required Capital”); and (iii) in the case of subscriptions received from residents of Tennessee (“Tennessee Subscribers”), the Company has received subscriptions for Stock from nonaffiliates of the Company resulting in total minimum capital raised of $10,000,000 (the “Tennessee Required Capital”).

The Company hereby appoints UMB Bank, N.A. as Escrow Agent for purposes of holding the proceeds from the subscriptions for the Stock, on the terms and conditions hereinafter set forth:

1. Until such time as the Company has received subscriptions for Stock resulting in total minimum capital raised equal to the Required Capital and such funds are disbursed from the Escrow Account (as defined below) in accordance with paragraph 3(a) hereof, persons subscribing to purchase the Stock (the “Subscribers”) will be instructed by the Dealer Manager or any soliciting dealers to remit the purchase price in the form of checks, drafts, wires, Automated Clearing House (ACH) or money orders (hereinafter “instruments of payment”) payable to the order of “UMB Bank, N.A., Agent for Cole Credit Property Trust IV, Inc.” or a recognizable contraction or abbreviation thereof, including but not limited to, “UMB Bank, N.A., f/b/o Cole Credit Property Trust IV” or, in the event that the purchase is made using a subscription agreement covering the Stock and the stock of one or more other Cole REITs, “UMB Bank, N.A., Agent for Cole REIT” or a recognizable contraction or abbreviation thereof. After subscriptions are received resulting in total minimum capital raised equal to the Required Capital and such funds are disbursed from the Escrow Account in accordance with paragraph 3(a) hereof, subscriptions shall continue to be so submitted unless otherwise instructed by the Dealer Manager. Any checks, drafts or money orders received made payable to a party other than the Escrow Agent (or after the Required Capital is received, made payable by a Subscriber other than a Pennsylvania Subscriber or a Tennessee

Subscriber to a party other than the party designated by the Dealer Manager) shall be returned promptly to the soliciting dealer who submitted the check, draft or money order. Within one (1) business day after receipt of instruments of payment from the Offering, the Dealer Manager, the Company or their respective agents will (a) send to the Escrow Agent: each Subscriber’s name, address, number of shares purchased, and purchase price remitted, and (b) Escrow Agent will deposit the instruments of payment from such Subscribers into an interest-bearing deposit account entitled “Escrow Account for the Benefit of Subscribers for Common Stock of Cole Credit Property Trust IV, Inc.” (the “Escrow Account”), which deposit shall occur within one (1) business day after the Escrow Agent’s receipt of the instrument of payment, until such Escrow Account has closed pursuant to paragraph 3(a) hereof. The Escrow Agent agrees to maintain the funds contributed by the Pennsylvania Subscribers and Tennessee Subscribers in a manner in which they each may be separately accounted for on the records of Escrow Agent so that the requirements of Section 3 of this Agreement can be met. The Escrow Account will be established and maintained in such a way as to permit the interest income calculations described in paragraph 7. The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Pennsylvania and Tennessee subscription proceeds in the Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard.

2. The Escrow Agent agrees to promptly process for collection the instruments of payment upon deposit into the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with paragraph 3 hereof. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Escrow Agent, the Company, the Dealer Manager, any soliciting dealer or any of their respective affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to receipt of the Required Capital or, in connection with subscriptions from Pennsylvania Subscribers or Tennessee Subscribers, the Pennsylvania Required Capital or the Tennessee Required Capital, respectively, the Escrow Agent shall promptly notify the Dealer Manager and the Company in writing via mail, email or facsimile of such nonpayment, and is authorized to debit the Escrow Account in the amount of such returned payment as well as any interest earned on the amount of such payment.

3. (a)(i) Subject to the provisions of subparagraphs 3(b)-3(g) below, once the collected funds in the Escrow Account are an amount equal to or greater than the Required Capital, the Escrow Agent shall promptly notify the Company and, upon receiving written instruction from the Company, (A) promptly disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Stock less any funds received from Pennsylvania Subscribers and the Tennessee Subscribers, and (B) within five business days after the first business day of the succeeding month, disburse to the Company any interest thereon pursuant to the provisions of subparagraph 3(g). After such time the Escrow Account shall remain open and the Company shall continue to cause subscriptions for the Stock to be deposited therein until the Company informs the Escrow Agent in writing to cease depositing subscriptions received from Subscribers other than Pennsylvania Subscribers and Tennessee Subscribers, and thereafter any subscription documents and instruments of payment received by the Escrow Agent from Subscribers other than Pennsylvania Subscribers and Tennessee Subscribers shall be forwarded directly to the Company. For purposes of this Agreement, the term “collected funds” shall mean all funds received by the Escrow Agent that have cleared normal banking channels and are in the form of cash or cash equivalent. After the satisfaction of the aforementioned provisions of this paragraph 3(a)(i), in the event the Company receives subscriptions made payable to the Escrow Agent (other than subscriptions from Pennsylvania Subscribers and Tennessee Subscribers), such subscription proceeds may continue to be received in this account generally, but to the extent such proceeds shall not be subject to escrow due to the satisfaction of the aforementioned provisions of this paragraph 3(a)(i), such proceeds are not subject to this Escrow Agreement and at the instruction of the Company to the Escrow Agent shall be transferred from the Escrow Account or deposited directly into, as the case may be, a commercial deposit account in the name of the Company (the “Deposit Account”) that has been previously established by the Company, unless otherwise directed by the Company. The Company hereby covenants and agrees that it shall do all things necessary in order to establish the Deposit Account, which, if established with the Escrow Agent, shall be subject to the Escrow Agent’s usual account guidelines and regulations, prior to its use. No provisions of this Escrow Agreement shall apply to the Deposit Account.

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(ii) regardless of any release of funds from the Escrow Account from Subscribers other than Pennsylvania Subscribers, the Company, the Dealer Manager and soliciting dealers shall continue to forward instruments of payment received from Pennsylvania Subscribers for deposit into the Escrow Account to the Escrow Agent until such time as the Company notifies the Escrow Agent in writing that total subscription proceeds (including the amount then in the Escrow Account from Pennsylvania Subscribers) equal or exceed the Pennsylvania Required Capital. Promptly after receipt by the Escrow Agent of such notice, the Escrow Agent shall (A) disburse to the Company, by check, ACH or wire transfer, the funds then in the Escrow Account representing the gross purchase price for the Stock from Pennsylvania Subscribers, and (B) within five business days after the first business day of the succeeding month, disburse to the Company any interest thereon pursuant to the provisions of subparagraph 3(g). Following such disbursements, the Escrow Agent shall close the Escrow Account, and thereafter any instruments of payment received by the Escrow Agent from Pennsylvania Subscribers shall not be subject to this Escrow Agreement and shall be deposited directly into the Deposit Account, as instructed in writing by the Company pursuant to subparagraph 3(a)(i) above.

(iii) regardless of any release of funds from the Escrow Account from Subscribers other than Tennessee Subscribers, the Company, the Dealer Manager and soliciting dealers shall continue to forward instruments of payment received from Tennessee Subscribers for deposit into the Escrow Account to the Escrow Agent until such time as the Company notifies the Escrow Agent in writing that total subscription proceeds (including the amount then in the Escrow Account from Tennessee Subscribers) equal or exceed the Tennessee Required Capital. Promptly after receipt by the Escrow Agent of such notice, the Escrow Agent shall (A) disburse to the Company, by check, ACH or wire transfer, the funds then in the Escrow Account representing the gross purchase price for the Stock from Tennessee Subscribers, and (B) within five business days after the first business day of the succeeding month, disburse to the Company any interest thereon pursuant to the provisions of subparagraph 3(g). Following such disbursements, any instruments of payment received by the Escrow Agent from Tennessee Subscribers shall not be subject to this Escrow Agreement and shall be deposited directly into the Deposit Account, as instructed in writing by the Company pursuant to subparagraph 3(a)(i) above.

(b) Within four business days of the close of business on the date that is one year following the effective date of the Offering (the Company will notify the Escrow Agent of the effective date of the Offering) (the “Expiration Date”), the Escrow Agent shall promptly notify the Company if it is not in receipt of evidence of deposits for the purchase of Stock providing for aggregate offering proceeds that equal or exceed the Required Capital (from all sources but exclusive of any funds received from subscriptions for Stock from entities which the Company has notified the Escrow Agent are affiliated with the Company). Within ten days following the date of such notice, the Escrow Agent shall promptly return directly to each Subscriber the collected funds deposited in the Escrow Account on behalf of such Subscriber (unless earlier disbursed in accordance with paragraph 3(c)), or shall return the instruments of payment delivered, but not yet processed for collection prior to such time, in either case, together with interest income (which interest shall be paid within five business days after the first business day of the succeeding month) in the amounts calculated pursuant to paragraph 7 for each Subscriber at the address provided by the Dealer Manager or the Company to the Escrow Agent, which the Escrow Agent shall be entitled to rely upon. Notwithstanding the above, in the event the Escrow Agent has not received an executed IRS Form W-9 at such time for each Subscriber, the Escrow Agent shall remit an amount to the Subscribers in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code, as then in effect, from any interest income on subscription proceeds (determined in accordance with paragraph 7) attributable to each Subscriber for whom the Escrow Agent does not possess an executed IRS Form W-9. However, the Escrow Agent shall not be required to remit any payments until the Escrow Agent has collected funds represented by such payments.

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(c) Notwithstanding subparagraphs 3(a) and 3(b) above, if the Escrow Agent is not in receipt of evidence of subscriptions accepted on or before the close of business on such date that is 120 days after the effective date of the Offering (the “Initial Escrow Period”), and instruments of payment dated not later than that date, for the purchase of Stock providing for total purchase proceeds from all nonaffiliated sources that equal or exceed the Pennsylvania Required Capital, the Escrow Agent shall promptly notify the Company. Thereafter, the Company shall send to each Pennsylvania Subscriber by certified mail within ten (10) calendar days after the end of the Initial Escrow Period a notification in the form of Exhibit A. If, pursuant to such notification, a Pennsylvania Subscriber requests the return of his or her subscription funds within ten (10) calendar days after receipt of the notification (the “Request Period”), the Escrow Agent shall, within ten (10) calendar days after receipt of such request, refund directly to each Pennsylvania Subscriber the collected funds deposited in the Escrow Account on behalf of such Pennsylvania Subscriber or shall return the instruments of payment delivered, but not yet processed for collection prior to such time, to the address provided by the Dealer Manager or the Company or their respective agents to the Escrow Agent, which the Escrow Agent shall be entitled to rely upon, together with interest income (which interest shall be paid within five business days after the first business day of the succeeding month) in the amounts calculated pursuant to paragraph 7. Notwithstanding the above, if the Escrow Agent has not received an executed IRS Form W-9 is for such Pennsylvania Subscriber, the Escrow Agent shall thereupon remit an amount to such Pennsylvania Subscriber in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code, as then in effect, from any interest income earned on subscription proceeds (determined in accordance with paragraph 7) attributable to such Pennsylvania Subscriber. However, the Escrow Agent shall not be required to remit such payments until the Escrow Agent has collected funds represented by such payments.

(d) The subscription funds of Pennsylvania Subscribers who do not request the return of their subscription funds within the Request Period shall remain in the Escrow Account for successive 120-day escrow periods (a “Successive Escrow Period”), each commencing automatically upon the termination of the prior Successive Escrow Period, and the Company and Escrow Agent shall follow the notification and payment procedure set forth in subparagraph 3(c) above with respect to the Initial Escrow Period for each Successive Escrow Period until the occurrence of the earliest of (i) the Expiration Date (if the Company has not received the Required Capital on or before the Expiration Date), (ii) the receipt and acceptance by the Company of subscriptions for the purchase of Stock with total purchase proceeds that equal or exceed the Pennsylvania Required Capital and the disbursement of the funds from Pennsylvania Subscribers from the Escrow Account on the terms specified herein, or (iii) all funds held in the Escrow Account from Pennsylvania Subscribers having been returned to the Pennsylvania Subscribers in accordance with the provisions hereof.

(e) In the event that the Offering is terminated prior to the receipt of the Tennessee Required Capital, the Company shall notify the Escrow Agent of the termination of the Offering. Within ten days following the date of such notice, the Escrow Agent shall promptly return directly to each Tennessee Subscriber the collected funds deposited in the Escrow Account on behalf of such Tennessee Subscriber, or shall return the instruments of payment delivered, but not yet processed for collection prior to such time, in either case, together with interest income (which interest shall be paid within five business days after the first business day of the succeeding month) in the amounts calculated pursuant to paragraph 7 for each such Tennessee Subscriber at the address provided by the Dealer Manager or the Company to the Escrow Agent, which the Escrow Agent shall be entitled to rely upon. Notwithstanding the above, in the event the Escrow Agent has not received an executed IRS Form W-9 at such time for any Tennessee Subscriber, the Escrow Agent shall remit an amount to such Tennessee Subscriber in accordance with the provisions hereof, withholding the applicable percentage for backup withholding required by the Internal Revenue Code, as then in effect, from any interest income earned on subscription proceeds (determined in accordance with paragraph 7) attributable to such Tennessee Subscriber. However, the Escrow Agent shall not be required to remit such payments until the Escrow Agent has collected funds represented by such payments.

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(f) If the Company rejects any subscription for which the Escrow Agent has collected funds, the Escrow Agent shall, upon the written request of the Company, promptly issue a refund to the rejected Subscriber at the address provided by the Dealer Manager or the Company, which the Escrow Agent shall be entitled to rely upon. If the Company rejects any subscription for which the Escrow Agent has not yet collected funds but has submitted the Subscriber’s check for collection, the Escrow Agent shall promptly return the funds in the amount of the Subscriber’s check to the rejected Subscriber, at the address provided by the Dealer Manager or the Company or their respective agents, which the Escrow Agent shall be entitled to rely upon, after such funds have been collected. If the Escrow Agent has not yet submitted a rejected Subscriber’s check for collection, the Escrow Agent shall promptly remit the Subscriber’s check directly to the Subscriber.

(g) At any time after funds are disbursed upon the Company’s acceptance of subscriptions pursuant to subparagraph 3(a) above, on the fifth business day following the first business day of the next succeeding month following the date of such acceptance, the Escrow Agent shall promptly provide directly to the Company the amount of the interest payable to the Company. However, the Escrow Agent shall not be required to remit any payments until the Escrow Agent has collected the funds represented by such payments.

In the event that instruments of payment are returned for nonpayment, the Escrow Agent is authorized to debit the Escrow Account in accordance with paragraph 2 hereof.

4. The Escrow Agent shall provide to the Company monthly statements (or more frequently as reasonably requested by the Company) which include, without limitation, if such amounts are not available to the Company at least daily pursuant to the “TrustDirect” program, the account balance in the Escrow Account, the account balance of the funds in the Escrow Account from Pennsylvania Subscribers, the account balance of the funds in the Escrow Account from Tennessee Subscribers, and the activity in the Escrow Account and, separately, the activity involving Pennsylvania Subscribers and Tennessee Subscribers since the last report. The Escrow Agent will provide access to its “TrustDirect” program to allow the Company to view account balances for the Escrow Account and the funds in the Escrow Account from Pennsylvania Subscribers and Tennessee Subscribers at any time.

5. Prior to the disbursement of funds deposited in the Escrow Account in accordance with the provisions of paragraph 3 hereof, the Escrow Agent shall invest all of the funds deposited as well as earnings and interest derived therefrom in the Escrow Account in the “Short-Term Investments” specified below at the written direction of the Company, unless the costs to the Company for the making of such investment are reasonably expected to exceed the anticipated interest earnings from such investment in which case the funds and interest thereon shall remain in the Escrow Account until the balance in the Escrow Account reaches the minimum amount necessary for the anticipated interest earnings from such investment to exceed the costs to the Company for the making of such investment, as determined by the Company based upon applicable interest rates.

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“Short-Term Investments” include obligations of, or obligations guaranteed by, the United States government or bank money-market accounts or certificates of deposit of national or state banks that have deposits insured by the Federal Deposit Insurance Corporation (including certificates of deposit of any bank acting as a depository or custodian for any such funds) which mature on or before the Expiration Date, unless such instrument cannot be readily sold or otherwise disposed of for cash by the Expiration Date without any dissipation of the offering proceeds invested. Without limiting the generality of the foregoing, Exhibit B hereto sets forth specific Short-Term Investments that shall be deemed permissible investments hereunder.

The following securities are not permissible investments:

(a) money market funds;

(b) corporate equity or debt securities;

(c) repurchase agreements;

(d) bankers’ acceptances;

(e) commercial paper; and

(f) municipal securities.

It is hereby expressly agreed and stipulated by the parties hereto that the Escrow Agent shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility and, accordingly, shall have no duty to, or liability for its failure to, provide investment recommendations or investment advice to the parties hereto. It is the intention of the parties hereto that the Escrow Agent shall never be required to use, advance or risk its own funds or otherwise incur financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder.

6. The Escrow Agent is entitled to rely upon written instructions received from the Company or the Dealer Manager or their respective agents, unless the Escrow Agent has actual knowledge that such instructions are not valid or genuine; provided that, if in the Escrow Agent’s opinion, any instructions from the Company or the Dealer Manager or their respective agents are unclear, the Escrow Agent may request clarification from the Company or the Dealer Manager or their respective agents, as applicable, prior to taking any action, and if such instructions continue to be unclear, the Escrow Agent may rely upon written instructions from the Company’s legal counsel in distributing or continuing to hold any funds. However, the Escrow Agent shall not be required to disburse any funds attributable to instruments of payment that have not been processed for collection, until such funds are collected and then shall disburse such funds in compliance with the disbursement instructions from the Company or the Dealer Manager or their respective agents.

7. If (a) the Offering terminates prior to receipt of the Required Capital or the Tennessee Required Capital, or (b) one or more Pennsylvania Subscribers elects to have his or her subscription returned in accordance with paragraph 3, , interest income earned in the Escrow Account on subscription proceeds deposited in the Escrow Account (the “Escrow Income”) shall be remitted to the applicable Subscribers at the addresses provided by the Dealer Manager or the Company to the Escrow Agent, which the Escrow Agent shall be entitled to rely upon, in accordance with paragraph 3 and without any deductions for escrow expenses. The Company shall reimburse the Escrow Agent for all escrow expenses. If the Escrow Agent remits interest income pursuant to this Agreement, the Escrow Agent shall be responsible for any necessary federal tax reporting associated with such income; provided, however, that the Escrow Agent shall not be responsible for any other tax reporting associated with this Agreement. The Escrow Agent shall remit all such Escrow Income in accordance with paragraph 3. If the Company chooses to leave the Escrow Account open to Subscribers other than Pennsylvania Subscribers and Tennessee Subscribers after receiving the Required Capital, then it shall make regular acceptances of such subscriptions therein, but no less frequently than monthly, and the Escrow Income from the last such acceptance shall be calculated and remitted to the Company pursuant to the provisions of paragraph 3(g).

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8. The Escrow Agent shall receive compensation from the Company as set forth in Exhibit C attached hereto, which such Exhibit C is hereby incorporated by reference.

9. In performing any of its duties hereunder, the Escrow Agent shall not incur any liability to anyone for any damages, losses, or expenses, except for willful misconduct, breach of trust, or gross negligence. Accordingly, the Escrow Agent shall not incur any such liability with respect to any action taken or omitted (a) in good faith upon advice of the Escrow Agent’s counsel given with respect to any questions relating to the Escrow Agent duties and responsibilities under this Agreement, or (b) in reliance upon any instrument, including any written instrument or instruction provided for in this Agreement, not only as to its due execution and validity and effectiveness of its provisions but also as to the truth and accuracy of information contained therein, which the Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform to the provisions of this Agreement.

10. The Company hereby agrees to indemnify and hold the Escrow Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable attorneys’ fees and disbursements, that may be imposed on or incurred by the Escrow Agent in connection with acceptance of appointment as the Escrow Agent hereunder, or the performance of the duties hereunder, including any litigation arising from this Agreement or involving the subject matter hereof, except where such losses, claims, damages, liabilities, and expenses result from willful misconduct, breach of trust, or gross negligence.

11. In the event of a dispute between the parties hereto sufficient in the Escrow Agent’s discretion to justify doing so, the Escrow Agent shall be entitled to tender into the registry or custody of any court of competent jurisdiction all money or property in its hands under this Agreement, together with such legal pleadings as deemed appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement. In the event of any uncertainty as to the duties hereunder, the Escrow Agent may refuse to act under the provisions of this Agreement pending order of a court of competent jurisdiction and shall have no liability to the Company or to any other person as a result of such action. Any such legal action may be brought in such court, as the Escrow Agent shall determine to have jurisdiction thereof. The filing of any such legal proceedings shall not deprive the Escrow Agent of its compensation earned prior to such filing.

12. All communications and notices required or permitted by this Agreement shall be in writing and shall be deemed to have been given when delivered personally or by messenger or by overnight delivery service or when received via telecopy or other electronic transmission, in all cases addressed to the person for whom it is intended at such person’s address set forth below or to such other address as a party shall have designated by notice in writing to the other party in the manner provided by this paragraph:

(a) if to the Company:

  Cole Credit Property Trust IV, Inc.

  2325 E. Camelback Road

  Phoenix, Arizona 85016

  Fax: (602) 778-8780

  Attention: D. Kirk McAllaster, Jr.

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(b) if to the Dealer Manager:

  Cole Capital Corporation

  2325 E. Camelback Road

  Phoenix, Arizona 85016

  Fax: (602) 778-8780

  Attention: Marc T. Nemer, Esq.

(c) if to the Escrow Agent:

  UMB Bank, N.A.

  Corporate Trust Department M/S 1020409

  1010 Grand Blvd., 4^th Floor

  Mail Stop: 1020409

  Kansas City, MO 64106

  Attention: Lara Stevens

Each party hereto may, from time to time, change the address to which notices to it are to be delivered or mailed hereunder by notice in accordance herewith to the other parties.

13. This Agreement shall be governed by the laws of the State of Arizona as to both interpretation and performance without regard to the conflict of laws rules thereof.

14. The provisions of this Agreement shall be binding upon the legal representatives, successors, and assigns of the parties hereto.

15. The Company and the Dealer Manager hereby acknowledge that UMB Bank, N.A. is serving as Escrow Agent only for the limited purposes herein set forth, and hereby agree that they will not represent or imply that, by serving as Escrow Agent hereunder or otherwise, have investigated the desirability or advisability of investment in the Company or have approved, endorsed, or passed upon the merits of the Stock or the Company, nor shall they use the name of the Escrow Agent in any manner whatsoever in connection with the offer or sale of the Stock other than by acknowledgment that is has agreed to serve as Escrow Agent for the limited purposes herein set forth.

16. This Agreement and any amendment hereto may be executed by the parties hereto in one or more counterparts, each of which shall be deemed to be an original.

17. Except as otherwise required for subscription funds received from Pennsylvania Subscribers or Tennessee Subscribers as provided herein, in the event that the Dealer Manager receives instruments of payment after the Required Capital has been received and the proceeds of the Escrow Account have been distributed to the Company, the Escrow Agent is hereby authorized to deposit such instruments of payment within one (1) business day to any deposit account as directed by the Company. The application of said funds into a deposit account or to forward such funds directly to the Company, in either case directed by the Company shall be a full acquittance to the Escrow Agent, who shall not be responsible for the application of said funds thereafter.

18. The Escrow Agent shall be bound only by the terms of this Escrow Agreement and shall not be bound by or incur any liability with respect to any other agreements or understanding between any other parties, whether or not the Escrow Agent has knowledge of any such agreements or understandings.

19. Indemnification provisions set forth herein shall survive the termination of this Agreement.

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20. In the event that any part of this Agreement is declared by any court or other judicial or administrative body to be null, void, or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions of this Agreement shall remain in full force and effect.

21. Unless otherwise provided in this Agreement, final termination of this Escrow Agreement shall occur on the date that all funds held in the Escrow Account are distributed either (a) to the Company or to Subscribers and the Company has informed the Escrow Agent in writing to close the Escrow Account pursuant to paragraph 3 hereof or (b) to a successor escrow agent upon written instructions from the Company.

22. Neither the Escrow Agent, nor its agents, shall have responsibility for accepting, rejecting, or approving subscriptions. The Escrow Agent, or its agent, shall complete an OFAC search, in compliance with its policy and procedures, of each subscription check and shall inform the Company if a subscription check fails the OFAC search. The Company shall provide a copy of each subscription check in order that the Escrow Agent, or its agent, may perform such OFAC search.

23. This Agreement shall not be modified, revoked, released, or terminated unless reduced to writing and signed by all parties hereto, subject to the following paragraph.

If, at any time, any attempt is made to modify this Agreement in a manner that would increase the duties and responsibilities of the Escrow Agent or to modify this Agreement in any manner which the Escrow Agent shall deem undesirable, or at any other time, the Escrow Agent may resign by providing written notice to the Company and until (a) the acceptance by a successor escrow agent as shall be appointed by the Company; or (b) thirty (30) days after such written notice has been given, whichever occurs sooner, the Escrow Agent’s only remaining obligation shall be to perform its duties hereunder in accordance with the terms of the Agreement.

24. The Escrow Agent may resign at any time from its obligations under this Escrow Agreement by providing written notice to the Company. Such resignation shall be effective on the date specified in such notice, which shall be not less than thirty (30) days after such written notice has been given. The Escrow Agent shall have no responsibility for the appointment of a successor escrow agent.

25. The Escrow Agent may be removed for cause by the Company by written notice to the Escrow Agent effective on the date specified in such written notice. The removal of the Escrow Agent shall not deprive the Escrow Agent of its compensation earned prior to such removal.

26. The Company shall provide to Escrow Agent any documentation and information reasonably requested by the Escrow Agent for it to comply with the USA Patriot Act of 2001, as amended from time to time.

27. If any state securities administrator requires the Company to cause the Escrow Agent to notify such administrator when the Escrow Agent releases the funds in the Escrow Account to the Company, the Company shall notify the Escrow Agent of such requirement, and provide the Escrow Agent with the contact information for such administrator. The Escrow Agent agrees to notify such administrator in writing when the Escrow Agent releases the funds in the Escrow Account to the Company. The Escrow Agent agrees to permit state securities administrators to inspect the Escrow Agent’s records related to the Escrow Account at any reasonable time at the location where the records are located, and to copy any records that are inspected.

[Signature page follows]

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Agreed to as of the 2nd day of February, 2012.

COLE CREDIT PROPERTY TRUST IV, INC.
By:	/s/ Christopher H. Cole
	Christopher H. Cole President and Chief Executive Officer

COLE CAPITAL CORPORATION
By:	/s/ Marc T. Nemer
	Marc T. Nemer President, Secretary and Treasurer

The terms and conditions contained above are hereby accepted and agreed to by:

UMB Bank, N.A. as Escrow Agent
By:	/s/ Lara L. Stevens
Name:	Lara L. Stevens
Title:	Vice President

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EXHIBIT A

[Form of Notice to Pennsylvania Subscribers]

You have tendered a subscription to purchase shares of common stock of Cole Credit Property Trust IV, Inc. (the “Company”). Your subscription is currently being held in escrow. The guidelines of the Pennsylvania Securities Commission do not permit the Company to accept subscriptions from Pennsylvania residents until an aggregate of $148,750,000 of gross offering proceeds have been received by the Company. The Pennsylvania guidelines provide that until this minimum amount of offering proceeds is received by the Company, every 120 days during the offering period Pennsylvania subscribers may request that their subscriptions be returned.

If you wish to continue your subscription in escrow until the Pennsylvania minimum subscription amount is received, nothing further is required.

If you wish to terminate your subscription for the Company’s common stock and have your subscription returned please so indicate below, sign, date, and return to the Escrow Agent, UMB Bank, N.A.

I hereby terminate my prior subscription to purchase shares of common stock of Cole Credit Property Trust IV, Inc. and request the return of my subscription funds. I certify to Cole Credit Property Trust IV, Inc. that I am a resident of Pennsylvania.

Signature:
Name:
	(please print)
Date:

Please send the subscription refund to:

EXHIBIT B

PERMISSIBLE ESCROW INVESTMENTS

(i) Bank accounts;

(ii) Bank money-market accounts;

(iii) Short time certificates of deposit issued by a bank; and

(iv) Short-term securities issued or guaranteed by the U.S. government

Copyright ^© 2004 Cole Capital Advisors, Inc.

EX-31.1

Exhibit 31.1

CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Christopher H. Cole, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Cole Credit Property Trust IV, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Intentionally omitted;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 14, 2012	/s/ CHRISTOPHER H. COLE
	Name:	Christopher H. Cole
	Title:	Chief Executive Officer and President (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, D. Kirk McAllaster, Jr., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Cole Credit Property Trust IV, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Intentionally omitted;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 14, 2012	/s/ D. KIRK MCALLASTER, JR.
	Name:	D. Kirk McAllaster, Jr.
	Title:	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C 1350)

Each of the undersigned officers of Cole Credit Property Trust IV, Inc. (the “Company”) hereby certifies, for purposes of Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

(i) the accompanying Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ CHRISTOPHER H. COLE
	Name:	Christopher H. Cole
	Title:	Chief Executive Officer and President (Principal Executive Officer)
	/s/ D. KIRK MCALLASTER JR.
	Name:	D. Kirk McAllaster, Jr.
Date: May 14, 2012	Title:	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

The foregoing certification is being furnished with the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2012 pursuant to 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and it is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Fair Value Measurement

3 Months Ended

Mar. 31, 2012

Fair Value Measurement [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 3 — FAIR VALUE MEASUREMENTS

GAAP defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. GAAP emphasizes that fair value is intended to be a market-based measurement, as opposed to a transaction-specific measurement.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate the fair value. Assets and liabilities are measured using inputs from three levels of the fair value hierarchy, as follows:

Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 – Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e. interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs).

Level 3 – Unobservable inputs, which are only used to the extent that observable inputs are not available, reflect the Company’s assumptions about the pricing of an asset or liability.

The following describes the methods the Company uses to estimate the fair value of the Company’s financial assets and liabilities:

Cash and cash equivalents, restricted cash, and accrued expenses – The Company considers the carrying values of these financial assets and liabilities to approximate fair value because of the short period of time between their origination and their expected realization.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2012

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The condensed consolidated unaudited financial statements of the Company have been prepared in accordance with the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the statements for the interim periods presented include all adjustments, which are of a normal and recurring nature, necessary to present a fair presentation of the results for such periods. Results for these interim periods are not necessarily indicative of full year results.

The accompanying condensed consolidated unaudited financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Investment in and Valuation of Real Estate and Related Assets

The Company will be required to make subjective assessments as to the useful lives of its depreciable assets. The Company will consider the period of future benefit of each respective asset to determine the appropriate useful life of the assets. Real estate assets will be stated at cost, less accumulated depreciation and amortization. Amounts capitalized to real estate and related assets will consist of construction and any tenant improvements, major improvements and betterments that extend the useful life of the real estate and related assets and leasing costs. All repairs and maintenance will be expensed as incurred.

Real estate assets, other than land, will be depreciated or amortized on a straight-line basis. The Company expects that the estimated useful lives of the Company’s assets by class will generally be as follows:

Building and capital improvements	40 years
Tenant improvements	Lesser of useful life or lease term
Intangible lease assets	Lesser of useful life or lease term

The Company will continually monitor events and changes in circumstances that could indicate that the carrying amounts of its real estate and related assets may not be recoverable. Impairment indicators that the Company will consider include, but are not limited to, bankruptcy or other credit concerns of a property’s major tenant, such as a history of late payments, rental concessions and other factors, a significant decrease in a property’s revenues due to lease terminations, vacancies, co-tenancy clauses, reduced lease rates or other circumstances. When indicators of potential impairment are present, the Company will assess the recoverability of the assets by determining whether the carrying value of the assets will be recovered through the undiscounted cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted cash flows do not exceed the carrying value, the Company will adjust the real estate and related assets to their respective fair values and recognize an impairment loss. Generally fair value is determined using a discounted cash flow analysis and recent comparable sales transactions.

When developing estimates of expected future cash flows, the Company will make assumptions regarding future market rental income amounts subsequent to the expiration of current lease agreements, property operating expenses, terminal capitalization and discount rates, the expected number of months it takes to re-lease the property, required tenant improvements and the number of years the property will be held for investment. The use of alternative assumptions in the future cash flow analysis could result in a different determination of the property’s future cash flows and a different conclusion regarding the existence of an impairment, the extent of such loss, if any, as well as the fair value of the real estate and related assets.

When a real estate asset is identified as held for sale, the Company will cease depreciation and amortization of the assets related to the property and estimates the fair value, net of selling costs. If, in management’s opinion, the fair value, net of selling costs, of the asset is less than the carrying value of the asset, an adjustment to the carrying value would be recorded to reflect the estimated fair value of the property, net of selling costs.

Allocation of Purchase Price of Real Estate and Related Assets

Upon the acquisition of real properties, the Company will allocate the purchase price to acquired tangible assets, consisting of land, buildings and improvements, and identified intangible assets and liabilities, consisting of the value of above market and below market leases and the value of in-place leases, based in each case on their respective fair values. Acquisition related expenses will be expensed as incurred. The Company will utilize independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and building). The Company will obtain an independent appraisal for each real property acquisition. The information in the appraisal, along with any additional information available to the Company’s management, will be used in estimating the amount of the purchase price that will be allocated to land. Other information in the appraisal, such as building value and market rents, may be used by the Company’s management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities. The appraisal firm will have no involvement in management’s allocation decisions other than providing this market information.

The fair values of above market and below market lease values will be recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (1) the contractual amounts to be paid pursuant to the in-place leases and (2) an estimate of fair market lease rates for the corresponding in-place leases, which will generally be obtained from independent appraisals, measured over a period equal to the remaining non-cancelable term of the lease including any bargain renewal periods, with respect to a below market lease. The above market and below market lease values will be capitalized as intangible lease assets or liabilities, respectively. Above market lease values will be amortized as a reduction of rental income over the remaining terms of the respective leases. Below market leases will be amortized as an increase to rental income over the remaining terms of the respective leases, including any bargain renewal periods. In considering whether or not the Company expects a tenant to execute a bargain renewal option, the Company will evaluate economic factors and certain qualitative factors at the time of acquisition, such as the financial strength of the tenant, remaining lease term, the tenant mix of the leased property, the Company’s relationship with the tenant and the availability of competing tenant space. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of above market or below market lease values relating to that lease would be recorded as an adjustment to rental income.

The fair values of in-place leases will include estimates of direct costs associated with obtaining a new tenant and opportunity costs associated with lost rental and other property income, which are avoided by acquiring a property with an in-place lease. Direct costs associated with obtaining a new tenant will include commissions and other direct costs and will be estimated in part by utilizing information obtained from independent appraisals and management’s consideration of current market costs to execute a similar lease. The intangible values of opportunity costs, which will be calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease, will be capitalized as intangible lease assets and will be amortized to expense over the remaining term of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of in-place lease assets relating to that lease would be expensed.

The Company will estimate the fair value of assumed mortgage notes payable based upon indications of current market pricing for similar types of debt financing with similar maturities. Assumed mortgage notes payable will initially be recorded at their estimated fair value as of the assumption date, and the difference between such estimated fair value and the mortgage note’s outstanding principal balance will be amortized to interest expense over the term of the respective mortgage note payable.

The determination of the fair values of the real estate and related assets and liabilities acquired will require the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could impact the Company’s results of operations.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturities when purchased of three months or less to be cash equivalents. The Company considers investments in highly liquid money market accounts to be cash equivalents.

Restricted Cash

Restricted cash as of March 31, 2012 consists of escrowed investor proceeds of $976,000 for which shares of common stock had not been issued.

Concentration of Credit Risk

As of March 31, 2012, the Company had no cash on deposit in excess of federally insured levels. The Company limits significant cash holdings to accounts held by financial institutions with high credit standing; therefore, the Company believes it is not exposed to any significant credit risk on its cash deposits.

Revenue Recognition

The Company expects that certain properties will have leases where minimum rental payments increase during the term of the lease. The Company will record rental income for the full term of each lease on a straight-line basis. When the Company acquires a property, the terms of existing leases will be considered to commence as of the acquisition date for the purposes of determining this calculation. The Company will defer the recognition of contingent rental income, such as percentage rents, until the specific target that triggers the contingent rental income is achieved.

Income Taxes

The Company intends to qualify and make an election to be taxed as a REIT for federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ending December 31, 2012. If the Company qualifies for taxation as a REIT, the Company generally will not be subject to federal corporate income tax to the extent it distributes its taxable income to its stockholders, and so long as it distributes at least 90% of its annual taxable income (computed without regard to the dividends paid deduction and excluding net capital gains). REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income.

Offering and Related Costs

CR IV Advisors funds all of the organization and offering costs on the Company’s behalf and may be reimbursed for such costs up to 2.0% of gross proceeds from the Offering, excluding selling commissions and the dealer manager fees of 7.0% and 2.0%, respectively. As of March 31, 2012, CR IV Advisors had incurred $1.1 million of costs related to the organization of the Company and the Offering. These costs are not included in the financial statements of the Company as of March 31, 2012 because such costs were not a liability of the Company as subscriptions for the minimum number of shares of common stock were not received and accepted by the Company. This amount will become payable to CR IV Advisors as the Company raises additional proceeds in the Offering. When recorded by the Company, organization costs will be expensed as incurred and the offering costs, which include items such as legal and accounting fees, marketing and personnel, promotional and printing costs, will be recorded as a reduction of capital in excess of par value along with selling commissions and dealer manager fees in the period in which they become payable.

Stockholder’s Equity

As of March 31, 2012, the Company was authorized to issue 490.0 million shares of common stock and 10.0 million shares of preferred stock. All shares of such stock have a par value of $0.01 per share. On August 11, 2010, the Company sold 20,000 shares of common stock, at $10.00 per share, to Cole Holdings Corporation, the indirect owner of the Company’s advisor and dealer-manager. The Company’s board of directors may amend the charter to authorize the issuance of additional shares of capital stock without obtaining shareholder approval. The par value of investor proceeds raised from the Offering will be classified as common stock, with the remainder allocated to capital in excess of par value.

Distributions Payable and Distribution Policy

In order to qualify and maintain its status as a REIT, the Company is required to, among other things, make distributions each taxable year equal to at least 90% of its taxable income (computed without regard to the dividends paid deduction and excluding net capital gains). To the extent that funds are available, the Company intends to pay regular distributions to stockholders. Distributions are paid to stockholders of record as of applicable record dates. The Company has not yet elected, and has not yet qualified, to be taxed as a REIT.

The Company’s board of directors authorized a daily distribution, based on 366 days in the calendar year, of $0.001707848 per share (which equates to 6.25% on an annualized basis calculated at the current rate, assuming a $10.00 per share purchase price) for stockholders of record as of the close of business on each day of the period commencing April 14, 2012, the first day following the release from escrow of the subscription proceeds received in the Offering, and ending on June 30, 2012. As of March 31, 2012, the requirements of the Escrow Agreement had not been met and the Company had no distributions payable.

Redeemable Common Stock

Under the Company’s share redemption program, the Company’s requirement to redeem its shares is limited to the net proceeds received by the Company from the sale of shares under the DRIP, net of shares redeemed to date. As of March 31, 2012 and December 31, 2011, the Company had not issued shares of common stock under the DRIP and had not redeemed any shares. Changes in the amount of redeemable common stock from period to period are recorded as an adjustment to capital in excess of par value.

New Accounting Pronouncements

In June 2011, the U.S. Financial Accounting Standards Board issued Accounting Standards Update 2011-05, Presentation of Comprehensive Income (“ASU 2011-05”). ASU 2011-05 requires the presentation of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. ASU 2011-05 became effective for the Company beginning January 1, 2012. The adoption of ASU 2011-05 did not have a material effect on the Company’s consolidated financial statements or disclosures, because the Company’s net loss equals its comprehensive loss.

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Condensed Consolidated Balance Sheets (Unaudited) (USD $)	Mar. 31, 2012	Dec. 31, 2011
ASSETS
Cash and cash equivalents	$ 198,874	$ 200,000
Restricted cash	975,950	0
Total assets	1,174,824	200,000
LIABILITIES & STOCKHOLDER'S EQUITY
Accrued expenses	34,062	0
Escrowed investor proceeds	975,950	0
Total liabilities	1,010,012	0
Commitments and contingencies
STOCKHOLDER'S EQUITY
Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued and outstanding
Common stock, $.01 par value; 490,000,000 shares authorized, 20,000 shares issued and outstanding	200	200
Capital in excess of par value	199,800	199,800
Accumulated deficit	(35,188)	0
Total stockholder's equity	164,812	200,000
Total liabilities and stockholder's equity	$ 1,174,824	$ 200,000

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Condensed Consolidated Statement of Cash Flows (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2012
Cash flows from operating activities
Net loss	$ (35,188)
Changes in assets and liabilities
Accrued expenses	34,062
Net cash used in operating activities	(1,126)
Cash flows from investing activities
Change in restricted cash	(975,950)
Net cash used in investing activities	(975,950)
Cash flows from financing activities
Change in escrowed investor proceeds	975,950
Net cash provided by financing activities	975,950
Net decrease in cash and cash equivalents	(1,126)
Cash and cash equivalents, beginning of period	200,000
Cash and cash equivalents, end of period	$ 198,874

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Organization and Business

3 Months Ended

Mar. 31, 2012

Organization And Business [Abstract]

ORGANIZATION AND BUSINESS

Note 1 — ORGANIZATION AND BUSINESS

Cole Credit Property Trust IV, Inc. (the “Company”) was formed on July 27, 2010 and is a Maryland corporation that intends to qualify as a real estate investment trust (“REIT”) for federal income tax purposes beginning with the year ending December 31, 2012. The Company is the sole general partner of and owns a 99.9% partnership interest in Cole Operating Partnership IV, LP, a Delaware limited partnership (“CCPT IV OP”). Cole REIT Advisors IV, LLC (“CR IV Advisors”), the affiliated advisor to the Company, is the sole limited partner and owner of an insignificant noncontrolling partnership interest of 0.1% of CCPT IV OP. Substantially all of the Company’s business is conducted through CCPT IV OP.

On January 26, 2012, pursuant to a Registration Statement on Form S-11 filed under the Securities Act of 1933, as amended, the Company commenced its initial public offering on a “best efforts” basis of a minimum of 250,000 shares and a maximum of 250.0 million shares of its common stock at a price of $10.00 per share, and up to 50.0 million additional shares to be issued pursuant to a distribution reinvestment plan (the “DRIP”) under which the Company’s stockholders may elect to have distributions reinvested in additional shares of common stock at a price of $9.50 per share (the “Offering”). The Company intends to use substantially all of the net proceeds from the Offering to acquire and operate a diversified portfolio of core commercial real estate investments primarily consisting of necessity retail properties located throughout the United States, including U.S. protectorates. The Company expects that the retail properties primarily will be single-tenant properties and multi-tenant “power centers” anchored by large, creditworthy national or regional retailers. The Company expects that the retail properties typically will be subject to long-term triple net or double net leases, whereby the tenant will be obligated to pay for most of the expenses of maintaining the property. As of March 31, 2012, the Company has not acquired any properties.

Pursuant to the terms of the Offering, the Company is required to deposit all subscription proceeds in escrow pursuant to the terms of an escrow agreement with UMB Bank, N.A. (the “Escrow Agreement”) until the Company receives subscriptions aggregating at least $2.5 million, excluding subscriptions received from the Company’s advisor or its affiliates. As of March 31, 2012, the Company had $976,000 in investor proceeds held in escrow.

Subsequent to March 31, 2012, the Company satisfied certain conditions of the Escrow Agreement and on April 13, 2012, issued approximately 308,000 shares of the Company’s common stock in the Offering, resulting in gross proceeds of $3.1 million and commenced principal operations. In addition, the Company has special escrow provisions for residents of Pennsylvania and Tennessee which have not been satisfied as of May 10, 2012 and, therefore, the Company has not accepted subscriptions from residents of Pennsylvania and Tennessee.

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Condensed Consolidated Balance Sheets [Abstract]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	490,000,000	490,000,000
Common stock, shares issued	20,000	20,000
Common stock, shares outstanding	20,000	20,000

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Document and Entity Information	3 Months Ended
	Mar. 31, 2012	May 10, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	COLE CREDIT PROPERTY TRUST IV, INC.
Entity Central Index Key	0001498547
Document Type	10-Q
Document Period End Date	Mar. 31, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		996,694

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Condensed Consolidated Statement of Operations (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2012
Expenses:
General and administrative expenses	$ 35,188
Net loss	$ (35,188)
Weighted average number of common shares outstanding	20,000
Net loss per common share	$ (1.76)

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Economic Dependency

3 Months Ended

Mar. 31, 2012

Economic Dependency [Abstract]

ECONOMIC DEPENDENCY

NOTE 6 — ECONOMIC DEPENDENCY

Under various agreements, the Company has engaged or will engage CR IV Advisors and its affiliates to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, the sale of shares of the Company’s common stock available for issuance, as well as other administrative responsibilities for the Company including accounting services and investor relations. As a result of these relationships, the Company is dependent upon CR IV Advisors and its affiliates. In the event that these companies are unable to provide the Company with these services, the Company would be required to find alternative providers of these services.

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Related Party Transaction and Arrangements

3 Months Ended

Mar. 31, 2012

Related Party Transaction and Arrangements [Abstract]

RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS

NOTE 5 — RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS

Certain affiliates of the Company will receive fees and compensation in connection with the Offering, and the acquisition, management and sale of assets of the Company; however, there were no transactions which resulted in related party fees to be incurred during the three months ended March 31, 2012.

Offering

Cole Capital Corporation (“Cole Capital”), the Company’s dealer-manager, which is affiliated with our advisor, will receive a selling commission of up to 7.0% of gross offering proceeds before reallowance of commissions earned by participating broker-dealers. Cole Capital intends to reallow 100% of selling commissions earned to participating broker-dealers. In addition, Cole Capital will receive up to 2.0% of gross offering proceeds before reallowance to participating broker-dealers as a dealer-manager fee in connection with the Offering. Cole Capital, in its sole discretion, may reallow all or a portion of its dealer-manager fee to such participating broker-dealers.

All other organization and offering expenses associated with the sale of the Company’s common stock (excluding selling commissions and the dealer-manager fee) are paid by CR IV Advisors or its affiliates and could be reimbursed by the Company up to 2.0% of aggregate gross offering proceeds. A portion of the other organization and offering expenses may be underwriting compensation. As of March 31, 2012, CR IV Advisors had paid organization and offering costs of $1.1 million in connection with the Offering. These costs were not included in the financial statements of the Company as of March 31, 2012 because such costs were not a liability of the Company as subscriptions for the minimum number of shares of common stock were not received and accepted by the Company. This amount will become payable to CR IV Advisors as the Company continues to raise additional proceeds in the Offering.

Acquisitions and Operations

CR IV Advisors or its affiliates will receive acquisition fees of up to 2.0% of: (1) the contract purchase price of each property or asset the Company acquires; (2) the amount paid in respect of the development, construction or improvement of each asset the Company acquires; (3) the purchase price of any loan the Company acquires; and (4) the principal amount of any loan the Company originates. Additionally, CR IV Advisors or its affiliates will be reimbursed for acquisition expenses incurred in the process of acquiring properties, so long as the total acquisition fees and expenses relating to the transaction does not exceed 6.0% of the contract purchase price.

The Company will pay CR IV Advisors a monthly advisory fee based upon the Company’s monthly average invested assets, which is equal to the following amounts: (1) an annualized rate of 0.75% will be paid on the Company’s average invested assets that are between $0 to $2.0 billion; (2) an annualized rate of 0.70% will be paid on the Company’s average invested assets that are between $2.0 billion to $4.0 billion; and (3) an annualized rate of 0.65% will be paid on the Company’s average invested assets that are over $4.0 billion.

The Company will reimburse CR IV Advisors for the expenses it paid or incurred in connection with the services provided to the Company, subject to the limitation that the Company will not reimburse for any amount by which its operating expenses (including the advisory fee) at the end of the four preceding fiscal quarters exceeds the greater of: (1) 2.0% of average invested assets, or (2) 25.0% of net income other than any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of assets for that period. The Company will not reimburse for personnel costs in connection with services for which CR IV Advisors receives acquisition fees or disposition fees.

Liquidation/Listing

If CR IV Advisors or its affiliates provides a substantial amount of services (as determined by a majority of the Company’s independent directors) in connection with the sale of properties, the Company will pay CR IV Advisors or its affiliate a disposition fee in an amount equal to up to one-half of the brokerage commission paid on the sale of property, not to exceed 1.0% of the contract price of the property sold; provided, however, in no event may the disposition fee paid to CR IV Advisors or its affiliates, when added to the real estate commissions paid to unaffiliated third parties, exceed the lesser of the customary competitive real estate commission or an amount equal to 6.0% of the contract sales price.

If the Company is sold or its assets are liquidated, CR IV Advisors will be entitled to receive a subordinated performance fee equal to 15.0% of the net sale proceeds remaining after investors have received a return of their net capital invested and an 8.0% annual cumulative, non-compounded return. Alternatively, if the Company’s shares are listed on a national securities exchange, CR IV Advisors will be entitled to a subordinated performance fee equal to 15.0% of the amount by which the market value of the Company’s outstanding stock plus all distributions paid by the Company prior to listing, exceeds the sum of the total amount of capital raised from investors and the amount of distributions necessary to generate an 8.0% annual cumulative, non-compounded return to investors. As an additional alternative, upon termination of the advisory agreement, CR IV Advisors may be entitled to a subordinated performance fee similar to that to which CR IV Advisors would have been entitled had the portfolio been liquidated (based on an independent appraised value of the portfolio) on the date of termination.

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Subsequent Events

3 Months Ended

Mar. 31, 2012

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 7 — SUBSEQUENT EVENTS

Status of the Offering

On April 13, 2012, the Company satisfied the conditions of the Escrow Agreement and issued approximately 308,000 shares of the Company’s common stock in the offering, resulting in gross proceeds of $3.1 million to the Company. Upon satisfaction of the conditions of the Escrow Agreement, the Company commenced its principal operations.

As of May 10, 2012, the Company had accepted investors’ subscriptions for, and issued, approximately 976,000 shares of its common stock in the Offering, resulting in gross proceeds to the Company of $9.7 million. In addition, the Company has special escrow provisions for residents of Pennsylvania and Tennessee which have not been satisfied as of May 10, 2012 and, therefore, the Company has not accepted subscriptions from residents of Pennsylvania and Tennessee.

Credit Facility and Series C Loan

Subsequent to March 31, 2012, the Company entered into a revolving bank credit facility (the “Credit Facility”) and a subordinate revolving line of credit with Series C, LLC (“Series C”), an affiliate of the Company’s advisor (the “Series C Loan”). The Credit Facility allows the Company to borrow up to $50.0 million in revolving loans. The Series C Loan has been approved by a majority of the directors (including a majority of the independent directors) not otherwise interested in the transaction as fair, competitive and commercially reasonable and no less favorable to the Company than a comparable loan between unaffiliated parties under the same circumstances. As of May 10, 2012, the borrowing base under the Credit Facility based on the underlying collateral pool for qualified properties and amount outstanding under the Credit Facility was $21.0 million. The Series C Loan allows the Company to borrow up to $10.0 million in revolving loans. As of May 10, 2012, we had $4.7 million outstanding under the Series C Loan.

Investment in Real Estate Assets

Subsequent to March 31, 2012, the Company acquired a 100% interest in nine commercial real estate properties, including two properties acquired from Series C, for an aggregate purchase price of $30.6 million. A majority of the Company’s board of directors (including a majority of the Company’s independent directors) approved the two related party acquisitions as being fair and reasonable to the Company, and determined that the cost to the Company of each property was equal to its cost to Series C (including acquisition related expenses). In addition, the purchase price of each property, exclusive of closing costs, was less than its current appraised value, as determined by an independent third party appraiser. The acquisitions were funded with net proceeds of the Offering and with borrowings from the Credit Facility and the Series C Loan. The Company has not completed its initial purchase price allocations with respect to these properties. Acquisition related expenses totaling $764,000 were expensed as incurred.

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Condensed Consolidated Statement of Stockholders Equity (Unaudited) (USD $)	Total	Common stock	Capital in Excess of Par Value	Accumulated Deficit
Beginning balance at Dec. 31, 2011	$ 200,000	$ 200	$ 199,800	$ 0
Beginning balance, shares at Dec. 31, 2011	20,000	20,000
Net loss	(35,188)			(35,188)
Ending balance at Mar. 31, 2012	$ 164,812	$ 200	$ 199,800	$ (35,188)
Ending balance, shares at Mar. 31, 2012	20,000	20,000

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2012

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 4 — COMMITMENTS AND CONTINGENCIES

Litigation

In the ordinary course of business, the Company may become subject to litigation or claims. The Company is not aware of any pending legal proceedings of which the outcome is reasonably possible to have a material effect on its results of operations, financial condition or liquidity.

Environmental Matters

In connection with the ownership and operation of real estate, the Company potentially may be liable for costs and damages related to environmental matters. In addition, the Company may acquire certain properties that are subject to environmental remediation. The Company intends to carry environmental liability insurance on its properties that will provide limited coverage for remediation liability and pollution liability for third-party bodily injury and property damage claims. The Company is not aware of any environmental matters which it believes will have a material effect on its results of operations, financial condition or liquidity.