0001193125-05-125897 Sample Contracts

LOAN AGREEMENT
Loan Agreement • June 15th, 2005 • CNL Income Properties Inc • Real estate investment trusts • Florida

This Loan Agreement (the “Agreement”) is made this 20th day of May, 2005 by and between BRANCH BANKING AND TRUST COMPANY, a North Carolina banking corporation (“Bank”), having an office at 255 South Orange Avenue, Suite 112, Orlando, Florida 32801 and CNL INCOME PROPERTIES, INC., a Maryland corporation (“Borrower”), having its chief executive office at 450 South Orange Avenue, Orlando, Florida 32801-3336.

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Loan Agreement dated as of August 2, 2004 between WTC-Trade Mart, L.P., as Borrower and Bank of America, N.A., as Lender
Loan Agreement • June 15th, 2005 • CNL Income Properties Inc • Real estate investment trusts

THIS LOAN AGREEMENT, dated as of August 2, 2004 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between BANK OF AMERICA, N.A., a national banking association, having an address at 214 North Tryon Street, Charlotte, North Carolina 28255 (together with its successors and/or assigns, “Lender”) and WTC-TRADE MART, L.P., a Delaware limited partnership, having an address at 2100 Stemmons Freeway, 5th Floor, Dallas, Texas 75207 (together with its successors and/or assigns, “Borrower”).

Loan Agreement dated as of August 8, 2003 by and between IFDC Property Company, Ltd., as Borrower and Bank of America, N.A., as Lender
Loan Agreement • June 15th, 2005 • CNL Income Properties Inc • Real estate investment trusts

THIS LOAN AGREEMENT, dated as of August 8, 2003 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between BANK OF AMERICA, N.A., a national banking association, having an address at 214 North Tryon Street, Charlotte, North Carolina 28255 (together with its successors and/or assigns, “Lender”) and IFDC PROPERTY COMPANY, LTD., a Texas limited partnership, having its principal place of business at 2100 Stemmons Freeway, MS 670, Dallas, Texas 75207 (together with its successors and/or assigns, “Borrower”).

CONTRIBUTION OF PARTNERSHIP INTERESTS AND MEMBERSHIP INTERESTS
Contribution of Partnership Interests and Membership Interests Agreement • June 15th, 2005 • CNL Income Properties Inc • Real estate investment trusts • Texas

THIS CONTRIBUTION OF PARTNERSHIP INTERESTS AND MEMBERSHIP INTERESTS (the “Agreement”) is made and entered into as of May 20, 2005, by and between DALLAS MARKET CENTER COMPANY, LTD, a Texas limited partnership (“DMC”), and CNL DALLAS MARKET CENTER, L.P., a Delaware limited partnership (“Partnership”).

Master Lease dated as of May 20, 2005 by and between IFDC Property Company, Ltd., Landlord and IFDC Operating, L.P., Tenant
Master Lease • June 15th, 2005 • CNL Income Properties Inc • Real estate investment trusts

THIS MASTER LEASE (the “Lease”) is entered into as of May 20, 2005 (the “Commencement Date”), by and between IFDC Property Company, Ltd., a Texas limited partnership, as landlord (“Landlord”), and IFDC Operating, L.P., a Delaware limited partnership, as tenant (“Tenant”).

Contribution of Partnership Interests and Membership Interests Agreement dated as of February 14, 2005 by and between Dallas Market Center Company, Ltd. and CNL Dallas Market Center, L.P.
Contribution of Partnership Interests and Membership Interests Agreement • June 15th, 2005 • CNL Income Properties Inc • Real estate investment trusts • Texas

THIS CONTRIBUTION OF PARTNERSHIP INTERESTS AND MEMBERSHIP INTERESTS (the “Agreement”) is made and entered into as of the 14th day of February, 2005, by and between DALLAS MARKET CENTER COMPANY, LTD, a Texas limited partnership (“DMC”), and CNL DALLAS MARKET CENTER, L.P., a Delaware limited partnership (“Partnership”).

LOAN AGREEMENT
Loan Agreement • June 15th, 2005 • CNL Income Properties Inc • Real estate investment trusts • Delaware

BY THIS AGREEMENT made and entered into as of the 20th day of May, 2005, by CNL INCOME COPPER, LP, CNL INCOME SANDESTIN, LP, CNL INCOME MAMMOTH, LP, CNL INCOME SNOWSHOE, LP, and CNL INCOME STRATTON, LP, each a Delaware limited partnership, whose address is 450 S. Orange Avenue, Orlando Florida 32801 (hereinafter individually a “Borrower” and collectively “Borrowers”), and SUN LIFE ASSURANCE COMPANY OF CANADA, a Canadian corporation, whose address is One Sun Life Executive Park, Wellesley Hills, Massachusetts (hereinafter called “Lender”), for and in consideration of the recitals and mutual promises contained herein, confirm and agree as follows:

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