0001193125-10-253516 Sample Contracts

AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • November 9th, 2010 • Wells Core Office Income Reit Inc • Real estate investment trusts • Georgia

THIS AMENDED AND RESTATED ADVISORY AGREEMENT, is made and entered into this 11th day of August, 2010, by and between WELLS CORE OFFICE INCOME REIT, INC., a Maryland corporation (the “Company”), and WELLS REAL ESTATE ADVISORY SERVICES III, LLC, a Georgia limited liability company (the “Advisor”).

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AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY
Purchase and Sale Agreement • November 9th, 2010 • Wells Core Office Income Reit Inc • Real estate investment trusts

THIS AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY (the “Agreement”), is made and entered into as of the 12th day of October, 2010 (the “Effective Date”), by and between HP HAMILTON WOODS I, L.L.C., an Illinois limited liability company (hereinafter referred to as “Seller”) and WELLS REAL ESTATE ADVISORY SERVICES III, LLC, a Georgia limited liability company (hereinafter referred to as “Purchaser”).

FIRST LIEN DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT WELLS CORE REIT – ROYAL RIDGE V, LLC, a Delaware limited liability company Grantor, having an office and mailing address at c/o Wells Real Estate Funds Norcross, Georgia 30092 to...
First Lien Deed of Trust, Security Agreement and Financing Statement • November 9th, 2010 • Wells Core Office Income Reit Inc • Real estate investment trusts

THIS FIRST LIEN DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT (this “Security Instrument”) is executed on the date(s) set forth in the acknowledgment(s) below to be effective as of the 6th day of October, 2010, by WELLS CORE REIT – ROYAL RIDGE V, LLC, a Delaware limited liability company (“Grantor”), as Grantor, to Rebecca Conrad (“Trustee”), as Trustee, for the benefit of the hereinafter described Beneficiary.

ASSIGNMENT AND ASSUMPTION OF AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY
Assignment and Assumption of Agreement for the Purchase and Sale of Property • November 9th, 2010 • Wells Core Office Income Reit Inc • Real estate investment trusts

THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY (this “Assignment”) is made and entered into as of this 22nd day of October, 2010, by and between WELLS REAL ESTATE ADVISORY SERVICES III, LLC, a Georgia limited liability company (“Assignor”), and WELLS CORE REIT – 333 E. LAKE, LLC, a Delaware limited liability company (“Assignee”).

GUARANTY
Guaranty • November 9th, 2010 • Wells Core Office Income Reit Inc • Real estate investment trusts

THIS GUARANTY (this “Guaranty”) is executed as of October 5, 2010 by the undersigned, WELLS CORE OFFICE INCOME REIT, INC., a Maryland corporation (“Guarantor”), in favor of WELLS REAL ESTATE FUNDS, INC., a Georgia corporation (together with all subsequent holders of the Note or any part thereof or any interest therein hereinafter called “Lender”).

Contract
Assignment and Assumption of Agreement of Purchase and Sale • November 9th, 2010 • Wells Core Office Income Reit Inc • Real estate investment trusts

THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF PURCHASE AND SALE (this “Assignment”) is entered into as of the 4th day of October, 2010, by and between WELLS CORE OFFICE INCOME OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Assignor”) and WELLS CORE REIT – ROYAL RIDGE V, LLC, a Delaware limited liability company (“Assignee”).

REVOLVING NOTE
Revolving Note • November 9th, 2010 • Wells Core Office Income Reit Inc • Real estate investment trusts • Georgia

THIS REVOLVING NOTE (this “Revolving Loan Note”) is executed and delivered under and pursuant to the terms of that certain Loan and Security Agreement dated as of October 5, 2010 (as amended, restated, supplemented, modified or extended from time to time, the “Loan Agreement”) by and among WELLS CORE OFFICE INCOME OPERATING PARTNERSHIP, L.P. a Delaware limited partnership (the “Borrower”), and WELLS REAL ESTATE FUNDS, INC., a Georgia corporation (the “Lender”). Capitalized terms not otherwise defined herein shall have the meanings provided in the Loan Agreement and the rules of construction set forth in Section 1.2 of the Loan Agreement shall apply to this Revolving Note to the extent applicable.

Master Property Management, Leasing and Construction Management Agreement
Master Property Management, Leasing and Construction Management Agreement • November 9th, 2010 • Wells Core Office Income Reit Inc • Real estate investment trusts • Georgia

¨ Construction Management Services as specified in Section 2.6 of the Property Management, Leasing, and Construction Management Agreement except as specified below. In particular, the construction management will include the following (add attachments as necessary):

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 9th, 2010 • Wells Core Office Income Reit Inc • Real estate investment trusts • Georgia

This LOAN AND SECURITY AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”) is made and entered into effective as of October 5, 2010 (the “Effective Date”) by and between WELLS REAL ESTATE FUNDS, INC., a Delaware corporation (together with its successors and assigns, participants and transferees “Lender”) and WELLS CORE OFFICE INCOME OPERATING PARTNERSHIP, L.P. (together with its permitted successors and assigns, “Borrower”).

LOAN AGREEMENT by and between JACKSON NATIONAL LIFE INSURANCE COMPANY, as Lender and Wells Core REIT-Royal Ridge V, LLC, as Borrower Date: As of October 7 , 2010 Project: ROYAL RIDGE V CITY OF IRVING DALLAS COUNTY, DALLAS, TEXAS
Loan Agreement • November 9th, 2010 • Wells Core Office Income Reit Inc • Real estate investment trusts

This Agreement is made as of the date set forth on the preceding cover page by and between the Borrower and Lender described on such page.

AGREEMENT OF PURCHASE AND SALE by and between BREOF BNK3A ROYAL RIDGE LP, a Delaware limited partnership, as Seller, and WELLS CORE OFFICE INCOME OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, as Buyer
Purchase and Sale Agreement • November 9th, 2010 • Wells Core Office Income Reit Inc • Real estate investment trusts • New York

THIS AGREEMENT OF PURCHASE AND SALE is made and entered into as of August 5, 2010, by and between BREOF BNK3A ROYAL RIDGE LP, a Delaware limited partnership (“Seller”), and WELLS CORE OFFICE INCOME OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Buyer”).

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