Exhibit 10.2
 MEZZANINE LOAN AGREEMENT
   COLE MEZZCO CCPT I, LLC,
  IVC COLE MEZZ, LLC,




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TABLE OF CONTENTS
 PageARTICLE 1 DEFINITIONS; PRINCIPLES OF CONSTRUCTION
    
    
    2Section 1.1 Definitions
    
    
    2Section 1.2 Principles of Construction
    
    
    26ARTICLE 2 GENERAL TERMS
    
    
    27Section 2.1 Loan Commitment; Disbursement to Borrower
    
    
    272.1.1 Agreement to Lend and Borrow
    
    
    272.1.2 Single Disbursement to Borrower
    
    
    272.1.3 The Note, Pledge Agreement and Loan Documents
    
    
    272.1.4 Use of Proceeds
    
    
    27Section 2.2 Interest Rate
    
    
    272.2.1 Interest Rate
    
    
    272.2.2 Interest Calculation
    
    
    272.2.3 Default Rate
    
    
    272.2.4 Usury Savings
    
    
    28Section 2.3 Monthly Debt Service Payment
    
    
    282.3.1 Monthly Debt Service Payment
    
    
    282.3.2 Payments Generally
    
    
    282.3.3 Payment on Maturity Date
    
    
    282.3.4 Late Payment Charge
    
    
    292.3.5 Method and Place of Payment
    
    
    29Section 2.4 Prepayments
    
    
    292.4.1 Voluntary Prepayments
    
    
    292.4.2 Liquidation Events.
    
    
    292.4.3 Prepayments Made While any Event of Default Exists
    
    
    30Section 2.5 Intentionally Omitted
    
    
    30Section 2.6 Release of Collateral
    
    
    302.6.1 Partial Releases
    
    
    302.6.2 Release of Property
    
    
    332.6.3 Release Upon Payment in Full
    
    
    33Section 2.7 Application of Payments of Principal
    
    
    33Section 2.8 Cash Management
    
    
    352.8.1 Lockbox Account
    
    
    352.8.2 Cash Management Account
    
    
    352.8.3 Mezzanine Loan Cash Management
    
    
    35ARTICLE 3 CONDITIONS PRECEDENT
    
    
    35Section 3.1 Conditions Precedent to Closing
    
    
    353.1.1 Representations and Warranties; Compliance with Conditions
    
    
    353.1.2 Loan Agreement and Note
    
    
    36
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TABLE OF CONTENTS
 Page3.1.3 Delivery of Loan Documents; Title Insurance; Reports; Leases
    
    
    363.1.4 Related Documents
    
    
    373.1.5 Delivery of Organizational Documents
    
    
    373.1.6 Opinions of Borrowers Counsel
    
    
    383.1.7 Budgets
    
    
    383.1.8 Basic Carrying Costs
    
    
    383.1.9 Completion of Proceedings
    
    
    383.1.10 Payments
    
    
    383.1.11 Tenant Estoppels
    
    
    383.1.12 Transaction Costs
    
    
    383.1.13 Material Adverse Change
    
    
    383.1.14 Leases and Rent Roll
    
    
    393.1.15 Intentionally Omitted
    
    
    393.1.16 Tax Lot
    
    
    393.1.17 Condition of Improvements
    
    
    393.1.18 Management Agreement
    
    
    393.1.19 Appraisal
    
    
    393.1.20 Financial Statements
    
    
    393.1.21 Further Documents
    
    
    393.1.22 Compliance With Law
    
    
    393.1.23 Intentionally Omitted
    
    
    403.1.24 No Condemnation
    
    
    403.1.25 Mortgage Loan
    
    
    40ARTICLE 4 REPRESENTATIONS AND WARRANTIES
    
    
    40Section 4.1 Representations of Borrower
    
    
    404.1.1 Organization
    
    
    404.1.2 Proceedings
    
    
    404.1.3 No Conflicts
    
    
    414.1.4 Litigation
    
    
    414.1.5 Agreements
    
    
    414.1.6 Title
    
    
    414.1.7 Solvency
    
    
    424.1.8 Full and Accurate Disclosure
    
    
    424.1.9 No Plan Assets
    
    
    434.1.10 Compliance
    
    
    434.1.11 Financial Information
    
    
    444.1.12 Condemnation
    
    
    444.1.13 Federal Reserve Regulations
    
    
    444.1.14 Utilities and Public Access
    
    
    444.1.15 Not a Foreign Person
    
    
    444.1.16 Separate Lots
    
    
    444.1.17 Assessments
    
    
    444.1.18 Enforceability
    
    
    45
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TABLE OF CONTENTS
 Page4.1.19 No Prior Assignment
    
    
    454.1.20 Insurance
    
    
    454.1.21 Use of Property
    
    
    454.1.22 Certificate of Occupancy; Licenses
    
    
    454.1.23 Flood Zone
    
    
    454.1.24 Physical Condition
    
    
    464.1.25 Boundaries
    
    
    464.1.26 Leases
    
    
    464.1.27 Survey
    
    
    474.1.28 Principal Place of Business; State of Organization
    
    
    474.1.29 Filing and Recording Taxes
    
    
    474.1.30 Special Purpose Entity/Separateness
    
    
    474.1.31 Management Agreement
    
    
    484.1.32 Illegal Activity
    
    
    484.1.33 No Change in Facts or Circumstances; Disclosure
    
    
    484.1.34 Investment Company Act
    
    
    494.1.35 Embargoed Person; OFAC
    
    
    494.1.36 Cash Management Account
    
    
    494.1.37 Filing of Returns
    
    
    504.1.38 REA
    
    
    504.1.39 Intentionally omitted
    
    
    504.1.40 No Ground Leases
    
    
    504.1.41 Mortgage Loan Representations and Warranties
    
    
    504.1.42 List of Mortgage Loan Documents
    
    
    51Section 4.2 Survival of Representations
    
    
    51ARTICLE 5 BORROWER COVENANTS
    
    
    51Section 5.1 Affirmative Covenants
    
    
    515.1.1 Existence; Compliance with Legal Requirements
    
    
    515.1.2 Taxes and Other Charges
    
    
    525.1.3 Litigation
    
    
    545.1.4 Access to Property
    
    
    545.1.5 Notice of Default
    
    
    545.1.6 Cooperate in Legal Proceedings
    
    
    545.1.7 Perform Loan Documents
    
    
    545.1.8 Award and Insurance Benefits
    
    
    545.1.9 Further Assurances
    
    
    555.1.10 Mortgage Taxes
    
    
    555.1.11 Financial Reporting
    
    
    555.1.12 Business and Operations
    
    
    585.1.13 Title to the Property and Collateral
    
    
    585.1.14 Costs of Enforcement
    
    
    585.1.15 Estoppel Statement
    
    
    59
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TABLE OF CONTENTS
 Page5.1.16 Loan Proceeds
    
    
    595.1.17 Performance by Borrower
    
    
    595.1.18 Confirmation of Representations
    
    
    605.1.19 Intentionally Omitted
    
    
    605.1.20 Leasing Matters
    
    
    605.1.21 Alterations
    
    
    615.1.22 Operation of Properties
    
    
    625.1.23 Changes in the Legal Requirements Regarding Taxation
    
    
    635.1.24 No Credits on Account of the Obligations
    
    
    635.1.25 Personal Property
    
    
    635.1.26 Appraisals
    
    
    635.1.27 Mortgage Loan Reserve Funds
    
    
    645.1.28 Notices
    
    
    645.1.29 Special Distributions
    
    
    645.1.30 Mortgage Loan Defaults
    
    
    645.1.31 Mortgage Borrower Covenants
    
    
    65Section 5.2 Negative Covenants
    
    
    665.2.1 Operation of Properties
    
    
    665.2.2 Liens
    
    
    665.2.3 Dissolution
    
    
    665.2.4 Change in Business
    
    
    675.2.5 Debt Cancellation
    
    
    675.2.6 Zoning
    
    
    675.2.7 No Joint Assessment
    
    
    675.2.8 Principal Place of Business and Organization
    
    
    675.2.9 ERISA
    
    
    685.2.10 Transfers
    
    
    685.2.11 REA
    
    
    715.2.12 Limitations on Distributions
    
    
    715.2.13 Other Limitations
    
    
    725.2.14 Amendments of Mortgage Borrower Company Agreements
    
    
    725.2.15 Distributions.
    
    
    725.2.16 Refinancing of Mortgage Loan
    
    
    735.2.17 Limitation on Securities Issuance
    
    
    735.2.18 Acquisition of Loan
    
    
    735.2.19 Material Agreements
    
    
    74ARTICLE 6 INSURANCE; CASUALTY; CONDEMNATION; REQUIRED REPAIRS
    
    
    74Section 6.1 Insurance
    
    
    74Section 6.2 Casualty and Condemnation
    
    
    756.2.1 Casualty
    
    
    756.2.2 Condemnation
    
    
    75
  iv




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TABLE OF CONTENTS
 PageSection 6.3 Restoration
    
    
    76Section 6.4 Rights of Lender
    
    
    76ARTICLE 7 RESERVE FUNDS
    
    
    77Section 7.1 Mortgage Reserves
    
    
    77ARTICLE 8 DEFAULTS
    
    
    77Section 8.1 Event of Default
    
    
    77Section 8.2 Remedies
    
    
    80ARTICLE 9 SPECIAL PROVISIONS
    
    
    83Section 9.1 Sale of Notes and Securitization
    
    
    83Section 9.2 Intentionally Omitted
    
    
    84Section 9.3 Intentionally Omitted
    
    
    84Section 9.4 Exculpation
    
    
    84Section 9.5 Matters Concerning Manager
    
    
    87Section 9.6 Servicer
    
    
    87Section 9.7 Intentionally Omitted
    
    
    88Section 9.8 Restructuring of Loan
    
    
    88ARTICLE 10 MISCELLANEOUS
    
    
    89Section 10.1 Survival
    
    
    89Section 10.2 Lenders Discretion
    
    
    89Section 10.3 Governing Law
    
    
    89Section 10.4 Modification, Waiver in Writing
    
    
    90Section 10.5 Delay Not a Waiver
    
    
    91Section 10.6 Notices
    
    
    91Section 10.7 Trial by Jury
    
    
    92Section 10.8 Headings
    
    
    92Section 10.9 Severability
    
    
    92Section 10.10 Preferences
    
    
    92Section 10.11 Waiver of Notice
    
    
    93Section 10.12 Remedies of Borrower
    
    
    93Section 10.13 Expenses; Indemnity
    
    
    93Section 10.14 Schedules Incorporated
    
    
    94Section 10.15 Offsets, Counterclaims and Defenses
    
    
    95Section 10.16 No Joint Venture or Partnership; No Third Party Beneficiaries
    
    
    95Section 10.17 Publicity
    
    
    95Section 10.18 Waiver of Marshalling of Assets
    
    
    95Section 10.19 Waiver of Counterclaim
    
    
    95Section 10.20 Conflict; Construction of Documents; Reliance
    
    
    96Section 10.21 Brokers and Financial Advisors
    
    
    96Section 10.22 Prior Agreements
    
    
    96Section 10.23 Cumulative Rights
    
    
    96Section 10.24 Counterparts
    
    
    96
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TABLE OF CONTENTS
 PageSection 10.25 Time is of the Essence
    
    
    96Section 10.26 Consent of Holder or Agent
    
    
    97Section 10.27 Successor Laws
    
    
    97Section 10.28 Reliance on Third Parties
    
    
    97Section 10.29 Direction of Mortgage Borrowers
    
    
    97ARTICLE 11 MORTGAGE LOAN
    
    
    97Section 11.1 Mortgage Loan Notice
    
    
    97Section 11.2 Mortgage Loan Estoppels
    
    
    98Section 11.3 Intercreditor Agreement
    
    
    98Section 11.4 Intentionally Omitted
    
    
    99Section 11.5 Discussions with Mortgage Lender
    
    
    99Section 11.6 Independent Approval Rights
    
    
    99
 SCHEDULESSCHEDULE I
    
    List of Mortgage BorrowersSCHEDULE II
    
    Rent Roll/LeasesSCHEDULE III
    
    Required Repairs/Deadlines For CompletionSCHEDULE IV
    
    Organizational StructureSCHEDULE V
    
    Allocated Loan AmountsSCHEDULE VI
    
    Property DescriptionsSCHEDULE VII
    
    Intentionally OmittedSCHEDULE VIII
    
    Intentionally OmittedSCHEDULE IX
    
    Properties in a Flood ZoneSCHEDULE X
    
    Mortgage Loan Documents
  vi




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MEZZANINE LOAN AGREEMENT
 THIS MEZZANINE LOAN AGREEMENT Agreement IVC
COLE MEZZ, LLC Lender COLE MEZZCO CCPT I, LLC, Borrower
 W I T N E S S E T H:
 WHEREAS Mortgage Lender Mortgage Loan Mortgage Borrower Mortgage Borrowers Schedule I Mortgage
Loan Agreement Mortgage Note
 WHEREAS Pledged Company Interests
 WHEREAS
 WHEREAS
 WHEREAS Pledge Agreement




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NOW THEREFORE
 ARTICLE 1
 DEFINITIONS; PRINCIPLES OF CONSTRUCTION
 Definitions
 actual knowledge
 Additional Insolvency Opinion Section 4.1.30(c)
 Affiliate
 Affiliated Manager
 Agent Section 9.6(b)
 Agreement
 Aggregate Outstanding Principal Balance
 Allocated Loan Amount Schedule V pro rata provided however pro rata
 ALTA
  2




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Annual Budget
 Approved Annual Budget Section 5.1.11(d)
 Assignment of Leases Assignments of Leases
 Assignment of Management Agreement
 Award
 Bankruptcy Action
 Bankruptcy Code
  3




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Basic Carrying Costs
 Borrower
 Business Day
 Calculated Payments
 Capital Expenditures
 Cash Management Account
 Cash Management Agreement
 Casualty Section 6.2
 Certificate
 Closing Date
 Closing Date Percentage of Investment Grade Income
 Code
 Collateral
 Condemnation
  4




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Control
 Debt
 Debt Service Coverage Ratio
   Default
 Default Rate
 Discount Rate
 Embargoed Person Section 4.1.35
 Environmental Indemnity
 Environmental Laws
  5




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ERISA
 ERISA Affiliate
 Event of Default Section 8.1(a)
 Excess Cash Reserve Funds
 Extraordinary Expense Section 5.1.11(e)
 Financing Percentages
 Fiscal Year
 Fitch
 GAAP
 Governmental Authority
  6




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Gross Income from Operations
 Guarantor
 Guaranty
 Hazardous Substances
 Holder
 Improvements
  7




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Indebtedness
 Indemnified Liabilities Section 10.13(b)
 Indemnifying Persons
 Independent Director Independent Manager Professional Independent Director
  8




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Insolvency Opinion
 Insurance Premiums
 Insurance Proceeds
 Intercreditor Agreement Section 11.3
 Interest Rate
 Investment Grade
 Investor Section 5.1.11(f)
 Lease
 Leases in Place
  9




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Legal Requirements
 Lender
 Licenses Section 4.1.22
 Lien
 Liquidation Event Section 2.4.2
 Loan
 Loan Application Section 10.22
 Loan Documents
 Loan Party
 Loan Percentage
  10




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Loan to Value Ratio
 Lockbox Account Section 2.7.1(a)
 Lockbox Bank
 Lockout Period
 Major Lease
 Management Agreement
 Management Agreement Side Letter
 Manager
 Market Conditions
  11




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Maturity Date
 Material Action
 Material Adverse Change
 Material Agreement
 Maximum Legal Rate
 Monthly Debt Service Payment Amount
 Moodys
 Mortgage
  12




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Mortgage Borrower Company Agreement
 Mortgage Borrowers
 Mortgage Debt
 Mortgage Lender
 Mortgage Loan
 Mortgage Loan Agreement
 Mortgage Loan Debt Service Payment Amount
 Mortgage Loan Documents
 Mortgage Loan Event of Default
 Mortgage Loan Outstanding Principal Balance
 Mortgage Loan Percentage
 Mortgage Note
 Multiemployer Plan
  13




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Multiple Employer Plan
 Net Cash Flow
 Net Liquidation Proceeds After Debt Service Section
2.6.4(b)
 Net Operating Income
 Net Proceeds Deficiency
 Note
 Note Register Section 9.6(b)
 Notice Section 10.6
 O&M Agreement
 Obligations
 OFAC Section 4.1.35
  14




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Officers Certificate
 Open Date Section 2.4.1
 Operating Expenses
 Other Charges
 Other Obligations
  15




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Outstanding Principal Balance
 Owners Title Policy
 Patriot Act
 Payment Date
 Permitted Encumbrances Schedule II Section 5.1.20
 Permitted Investments
 Person
 Personal Property
 Physical Conditions Report
 Pledge Agreement
  16




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Pledged Company Interests
 Policies Section 6.1(b)
 Prepayment Date
 Principal
 Professional Independent Director
 Proforma Net Operating Income
 Prohibited Transaction
 Properties
 Property
 Property Sale
 Provided Information Section 5.1.1
 Qualified Manager
  17




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Rating Agencies
 REA
 Related Entities Section 5.2.10(f)
 Release
 Release Price
 Released Allocated Loan Amount
 Rents
 Replacement Management Agreement
  18




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Replacement Reserve Account
 Replacement Reserve Funds
 Replacement Reserve Monthly Deposit
 Replacements
 Required Repair Account
 Required Repair Funds
 Required Repairs
 Reserve Funds
 Restoration
 Restricted Party
 RICO
 Rollover Reserve Account
 Rollover Reserve Funds
 Rollover Reserve Monthly Deposit
 S&P
  19




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Sale Pledge
 Sale Request
 Sale Request Properties
 Securities Section 9.1
 Securitization Section 9.1
 Servicer Section 9.6
 Servicing Agreement Section 9.6
 Severed Loan Documents Section 8.2(b)
 Special Purpose Entity
     20




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22




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23




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24




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State
 Subordination of Management Agreement
 Survey Section 3.1.3(c) Surveys
 Tax and Insurance Escrow Funds
 Taxes
 Threshold Amount Section 5.1.21
 Title Company
 Title Insurance Policy
  25




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Transfer Section 5.2.10(b)
 Trustee
 UCC Uniform Commercial Code
 UCC Title Insurance Policy Section 3.13(b)
hereof
 U.S. Obligations
 Yield Maintenance Premium Prepayment Date Calculated Payments Discount Rate Yield Maintenance Treasury Rate
 Yield Maintenance Treasury Rate
 Principles of Construction
  26




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ARTICLE 2
 GENERAL TERMS
 Loan Commitment; Disbursement to Borrower
 Agreement to Lend and Borrow
 Single Disbursement to Borrower
 The Note, Pledge Agreement and Loan Documents
 Use of Proceeds Section 2.1.4
 Interest Rate
 Interest Rate Section 2.2.4
 Interest Calculation
 Default Rate
  27




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Usury Savings
 Monthly Debt Service Payment
 Monthly Debt Service Payment
 Payments Generally
 Payment on Maturity Date
  28




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Late Payment Charge
 Method and Place of Payment Section 2.3.5
 Prepayments
 Voluntary Prepayments Open Date
 Liquidation Events
 Liquidation Event Section 2.4.2 (a) Section
2.4.2(a)
  29




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Section 2.4.2(b)
 Prepayments Made While any Event of Default Exists Section 2.4.1
 Intentionally Omitted
 Release of Collateral Section 2.6
 Partial Releases
  30




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Section 2.6.1(c) Section 2.6.1(c)
 Section 2.7
   31




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32




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Release of Property Section 2.6.2
 Release Upon Payment in Full
 Application of Payments of Principal
 Section 2.4.1 Section 2.6.4 Section 2.4.1 Section 2.4.1
  33




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Section 2.4.1 clause (a) Section 2.6.4 Section 2.4
 Section 2.6.4(b) Section 2.4
 Section 2.6.4(c) Section 2.4
 Section 2.6.4(d) Section 2.4
  34




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Cash Management
 Lockbox Account Lockbox Account
  Cash Management Account
 Mezzanine Loan Cash Management
 ARTICLE 3
 CONDITIONS PRECEDENT
 Conditions Precedent to Closing
 Representations and Warranties; Compliance with Conditions
  35




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Loan Agreement and Note
 Delivery of Loan Documents; Title Insurance; Reports; Leases
 Pledge Agreement; other Loan Documents
 Title Insurance UCC Title Insurance Policy
 Survey
  36




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Insurance
 Environmental Reports
 Zoning
 Encumbrances
 Related Documents
 Delivery of Organizational Documents
   37




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Opinions of Borrowers Counsel
 Budgets
 Basic Carrying Costs
 Completion of Proceedings
 Payments
 Tenant Estoppels
 Transaction Costs
 Material Adverse Change
  38




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Leases and Rent Roll
  Tax Lot
 Condition of Improvements
 Management Agreement
 Appraisal
 Financial Statements
 Further Documents
 Compliance With Law
  39




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Intentionally Omitted
 No Condemnation
 Mortgage Loan
 ARTICLE 4
 REPRESENTATIONS AND WARRANTIES
 Representations of Borrower
 Organization Schedule IV
 Proceedings
  40




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No Conflicts
 Litigation
 Agreements clause (u) Special Purpose Entity Section 1.1
 Title
   41




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Solvency
 Full and Accurate Disclosure
  42




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No Plan Assets
 Compliance
  43




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Financial Information
 Condemnation
 Federal Reserve Regulations
 Utilities and Public Access
 Not a Foreign Person
 Separate Lots
 Assessments
  44




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Enforceability
 No Prior Assignment
 Insurance Section 6.1
 Use of Property
 Certificate of Occupancy; Licenses Licenses
 Flood Zone Section 6.1(a)(i)
  45




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Physical Condition
 Boundaries
 Leases Schedule II Schedule II Schedule II Schedule II
  46




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Schedule II Schedule II
 Survey Section 3.1.3(c)
 Principal Place of Business; State of Organization
 Filing and Recording Taxes
 Special Purpose Entity/Separateness
  47




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Section 4.1.30(a)
 Additional Insolvency Opinion
  Management Agreement
 Illegal Activity
 No Change in Facts or Circumstances; Disclosure
  48




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Investment Company Act
 Embargoed Person; OFAC Embargoed Person OFAC
 Cash Management Account
   49




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Filing of Returns
 REA
  No Ground Leases
 Mortgage Loan Representations and Warranties
  50




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List of Mortgage Loan Documents
 Survival of Representations Section 4.1
 ARTICLE 5
 BORROWER COVENANTS
 Affirmative Covenants
 Existence; Compliance with Legal Requirements
  51




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Section 5.1.1 Section 5.1.1 Section 5.1.1
 Taxes and Other Charges Section 7.2
  52




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provided however Section 7.2
 Section 5.1.2 Section 5.1.2
  53




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Litigation
 Access to Property
 Notice of Default
 Cooperate in Legal Proceedings
 Perform Loan Documents Section 10.13
 Award and Insurance Benefits
  54




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Further Assurances
    Mortgage Taxes
 Financial Reporting
  55




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56




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Section 4.1.30
 Approved Annual Budget subsection (d)
 Extraordinary
Expense
 Investor
  57




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Section 5.1.11
 Business and Operations
 Title to the Property and Collateral
  .
 Costs of Enforcement
  58




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Estoppel Statement
    Loan Proceeds Section 2.1.4
 Performance by Borrower
  59




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Section 5.1.17(b)
 Confirmation of Representations
 Intentionally Omitted
 Leasing Matters
   60




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Section 5.1.20
 Alterations Section 5.1.20
  61




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Threshold Amount Section 5.1.21 Schedule XI Schedule XI
 Operation of Properties
  62




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Changes in the Legal Requirements Regarding Taxation
 No Credits on Account of the Obligations
 Personal Property
 Appraisals
  63




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Mortgage Loan Reserve Funds
 Notices
    Special Distributions
 Mortgage Loan Defaults
   64




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Section
5.1.30
 Section 5.1.30
    Mortgage Borrower Covenants
  65




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Negative Covenants
 Operation of Properties Section 9.5
  Liens
    Dissolution
  66




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Change in Business
 Debt Cancellation
 Zoning
 No Joint Assessment
 Principal Place of Business and Organization Section 4.1.28
  67




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ERISA
      Transfers
  68




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Section 5.2.10 Transfer Section 5.1.20
  Section 5.2.10 Sections 5.2.10(f)(v), (vii) (viii) Section 4.1.35 mutatis mutandis
  69




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clause (ii) Sections 4.1.1, 4.1.2, 4.1.3, 4.1.11, 4.1.18, 4.1.37,
4.1.35 Section 5.2.10(f)(v), (vii) and (viii) mutatis mutandis
   70




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REA
    Limitations on Distributions
  71




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Other Limitations
     Amendments of Mortgage Borrower Company Agreements Section 5.2.10(d) Section 5.2.10(d)
 Distributions
 Distributions
  72




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Refinancing of Mortgage Loan
 Limitation on Securities Issuance
 Acquisition of Loan
    73




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Material Agreements.
   ARTICLE 6
 INSURANCE; CASUALTY; CONDEMNATION; REQUIRED REPAIRS
 Insurance Section 6.1 Sections 6.1(a)(ii), (vii), (viii), (ix) (x) Section 6.1
   74




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Section
6.1(a)(xi)
 Casualty and Condemnation
 Casualty Casualty Section 6.4
 Condemnation Section 6.4
  75




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Restoration Section 6.4 Section 6.4
 Rights of Lender Section
6.4
  76




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ARTICLE 7
 RESERVE FUNDS
 Mortgage Reserves
 ARTICLE 8
 DEFAULTS
 Event of Default
 Event of
Default
     Section 5.2.10
  77




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78




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Section 5.2 Section 4.1.30 Section 5.1.11 Section 5.2 Section 4.1.30 Section 5.1.11
    Section 9.1 Section 9.1
 provided however
  79




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clauses (vii) (viii) Section 9.4 clauses (vii) (viii)
 Remedies Section 9.4 Section
9.4
  80




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Section 8.2
 Severed Loan
Documents Section 9.4 provided however Section
9.1
  81




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Section 9.4
  82




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ARTICLE 9
 SPECIAL PROVISIONS
 Sale of Notes and Securitization Securities Securitization
       83




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Section 9.8
   Section 9.1
 Intentionally Omitted
 Intentionally Omitted
 Exculpation provided however
  84




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Section 9.4
         85




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##### 



86




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##### 



Matters Concerning Manager
  Servicer Servicer Servicing Agreement
  87




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##### 



Section 9.6 Agent Note Register Holder Section 9.6(b)
 Intentionally Omitted
 Restructuring of Loan
  clauses (i) (ii)
 Section
9.1 Section 9.8
  88




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##### 



ARTICLE 10
 MISCELLANEOUS
 Survival
 Lenders Discretion
 Governing Law
   89




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##### 



Modification, Waiver in Writing
  90




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##### 



Delay Not a Waiver
 Notices Notice Section
10.6
 If to Lender:
    
    IVC Cole Mezz, LLC280 Park AvenueNew York, New York 10017Attention: J. Christopher HoeffelTelecopy: (212) 983-7073with a copy to:
    
    Gibson Dunn & Crutcher LLP200 Park AvenueNew York, New York 101660193Attention: David J. Furman, Esq.Telecopy: (212) 351-4035If to Borrower:
    
    c/o Cole Real Estate Investments2555 East Camelback Road, Suite 400Phoenix, Arizona 85016Attention:  Legal DepartmentFacsimile No.  480-449-7012with a copy to:
    
    Kutak Rock LLP8601 N. Scottsdale Road, Suite 300Scottsdale, Arizona  85253Attention:  Mitch PadoverFacsimile No.  480-429-5001
  91




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Section 10.6
 Trial by Jury
 Headings
 Severability
 Preferences
  92




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##### 



Waiver of Notice
 Remedies of Borrower
 Expenses; Indemnity Section 9.4
  93




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##### 



Section 9.4 Sections 9.8(a) (b) Section 10.13 Section 9.8(c)
 Section 9.4 Indemnified Liabilities provided however
  Schedules Incorporated
  94




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##### 



Offsets, Counterclaims and Defenses
 No Joint Venture or Partnership; No Third Party Beneficiaries
  Publicity
 Waiver of Marshalling of Assets
 Waiver of Counterclaim
  95




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##### 



Conflict; Construction of Documents; Reliance
 Brokers and Financial Advisors Section 10.21
 Prior Agreements Loan Application
 Cumulative Rights
 Counterparts
 Time is of the Essence
  96




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##### 



Consent of Holder or Agent
 Successor Laws
 Reliance on Third Parties
 Direction of Mortgage Borrowers Section 4.1.30
 ARTICLE 11
 MORTGAGE LOAN
 Mortgage Loan Notice
  Section 5.1.11
  97




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##### 



Mortgage Loan Estoppels
 Section 9.4
 Intercreditor Agreement
 Intercreditor Agreement
   98




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##### 



Intentionally Omitted
 Discussions with Mortgage Lender
 Independent Approval Rights
   99




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##### 



IN WITNESS WHEREOF
 COLE MEZZCO CCPT I, LLC,a 
Delaware limited liability companyBy:
    /s/ D. Kirk McAllaster, Jr.Name:
    D. Kirk McAllaster, Jr.Its: Authorized Signatory   100




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IVC COLE MEZZ, LLC,a Delaware 
limited liability companyBy:
    /s/ Dean RavosaName:
    Dean RavosaIts: Authorized Signatory  101




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SCHEDULE I
  
  102




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##### 



SCHEDULE II
  Right of First Refusal/Tenant
    
    Property Address
    
    Lease Date
    
    Right of First OfferApria Healthcare
    
    7353 Company Drive, Indianapolis IN
    
    7/7/93
    
    NONEBest Buy
    
    3040 N. Gloster St., Tupelo MS
    
    12/3/04
    
    NONEConns
    
    11101 Pecan Park Blvd., Austin TX
    
    9/15/02
    
    NONEConns
    
    2531 West Anderson Lane, Austin TX
    
    4/15/02
    
    NONEConns
    
    747 NE Loop 820, Hurst TX
    
    4/14/04
    
    NONECVS
    
    603 South Cedar Ridge Drive, Duncanville TX
    
    3/17/00
    
    NONECVS
    
    11115 East U.S. Highway 24,
Independence MO
    
    12/10/99
    
    NONELowes
    
    2111 Fair Park Boulevard, Jonesboro AR
    
    11/18/92
    
    NONELowes
    
    3620 Emmett F Lowry Expy, Texas City TX
    
    12/5/94
    
    NONERite Aid
    
    713 Broadway Street, Bangor ME
    
    6/10/97
    
    NONERite Aid
    
    226 Parker Farm Road, Buxton ME
    
    11/28/97
    
    See §39Rite Aid
    
    1696 Middle Tennessee Boulevard,
Maufreesboro TN
    
    9/3/98
    
    NONERite Aid
    
    1334 Windrim Avenue, Philadelphia PA
    
    11/12/98
    
    NONERite Aid
    
    1560 Parkman Road NW, Warren OH
    
    8/10/99
    
    NONERite Aid
    
    8130 Ohio River Road, Wheelersburg OH
    
    8/25/97
    
    NONESherwin-Williams
    
    1902 North Wayne Street, Angola IN
    
    10/12/00
    
    NONESherwin-Williams
    
    2375 West Prospect Road, Ashtabula OH
    
    1/21/04
    
    NONESherwin-Williams
    
    4040 South Avenue, Boardman OH
    
    5/29/03
    
    NONEWalgreens
    
    1201 Camp Jackson Road, Cahokia IL
    
    9/7/93
    
    See §27Walgreens
    
    15609 Lakeshore Blvd, Cleveland OH
    
    9/27/93
    
    See §25Walgreens
    
    5202 Almeda Drive, Houston TX
    
    6/25/93
    
    See §31Walgreens
    
    400 West 23rd St., Lawrence KS
    
    2/4/93
    
    See §27
  103




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##### 



SCHEDULE III
   104




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##### 



SCHEDULE IV
   105




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##### 



SCHEDULE V
   106




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##### 



SCHEDULE VI
  
  107




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##### 



SCHEDULE VII
   108




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##### 



SCHEDULE VIII
   109




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##### 



SCHEDULE IX
  Property Name
    
    Project Address:
    
    Flood Zone (from PCA)Lowes Jonesboro
    
    2111 Fair Park Boulevard,
Jonesboro, AR, 72401
    
    X and AERite Aid Wheelersburg
    
    8130 Ohio River Road,
Wheelersburg, OH, 45694
    
    AEBest Buy Tupelo
    
    3040 North Gloster Street, 
Tupelo, MS, 38804
    
    AEWalgreens Cahokia
    
    1201 Camp Jackson Road,
Cahokia, IL
    
    AH
  110




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##### 



SCHEDULE X
  1.
    
    Loan Agreement (the Loan Agreement) by and between Borrowers listed on Schedule I
attached thereto, as Borrower (Borrowers), and The Royal Bank of Scotland plc, as Lender
(Lender);
 2.
    
    $35,600,000.00 Promissory Note of Borrower to Lender;
 3.
    
    Environmental Indemnity Agreement by Borrower and Cole Credit Property Trust, Inc.
(Guarantor) for the benefit of Lender;
 4.
    
    Assignment of Management Agreement and Subordination of Management Fees by and among
Lender, Borrowers and Cole Realty Advisors, Inc., as manager (Manager);
 5.
    
    Management Agreement Side Letter from Borrowers and Manager in favor of Lender and IVC
Cole Mezz, LLC;
 6.
    
    Guaranty of Recourse Obligations by Guarantor for the benefit of Lender;
 7.
    
    Cash Management Agreement by and among Borrowers, Lender and Wells Fargo Bank, N.A., as
Agent and acknowledged and agreed by Manager;
 8.
    
    Blocked Account Control Agreement (Lockbox and Lockbox Account  Automatic
Sweep/Frozen) by and among Cole Operating Partnership I LP, Lender and JPMorgan Chase
Bank, N.A. (Depositary);
 9.
    
    Agreement to Adjust Interest Rate by and among Borrowers, Lender and Guarantor;10.
    
    Post Closing Letter dated as of April 1, 2010 from the Borrower to the Lender;
 11.
    
    Deed of Trust, Security Agreement and Fixture Filing, by Cole CV Duncanville TX, LP, as
grantor, to Ron R. J. Dold, as trustee, for the benefit of Lender, as beneficiary;
 12.
    
    Deed of Trust, Security Agreement and Fixture Filing, by Cole LO Texas City TX, LP, as
grantor, to Ron R. J. Dold, as trustee, for the benefit of Lender, as beneficiary;
 13.
    
    Deed of Trust, Security Agreement and Fixture Filing, by Cole LO Texas City TX, LP, as
grantor, to Ron R. J. Dold, as trustee, for the benefit of Lender, as beneficiary;
 14.
    
    Deed of Trust, Security Agreement and Fixture Filing, by Cole WG Houston TX, LP, as
grantor, to Ron R. J. Dold, as trustee, for the benefit of Lender, as beneficiary;
 15.
    
    Deed of Trust, Security Agreement and Fixture Filing, by Cole CO Hurst TX, LP, as
grantor, to Ron R. J. Dold, as trustee, for the benefit of Lender, as beneficiary;
 16.
    
    Deed of Trust, Security Agreement and Fixture Filing, by Cole CO Austin TX, LP, as
grantor, to Ron R. J. Dold, as trustee, for the benefit of Lender, as beneficiary;
 17.
    
    Deed of Trust, Security Agreement and Fixture Filing, by Cole CO Pecan Park TX, LP, as
grantor, to Ron R. J. Dold, as trustee, for the benefit of Lender, as beneficiary;
 18.
    
    Mortgage, Security Agreement and Fixture Filing, by Cole SW Ashtabula OH TX, LLC, as
mortgagor, to Lender, as mortgagee;
 19.
    
    Deed of Trust and Security Agreement, by Cole BB Tupelo MS, LLC, as grantor to First
American Title Company, as trustee, for the benefit of Lender, as beneficiary;
  111




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20.
    
    Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing,
by Cole EK Murfreesboro TN, LLC, as grantor, to William L. Rosenberg, as trustee, for the
benefit of Lender, as beneficiary;
 21.
    
    Mortgage, Security Agreement and Fixture Filing, by Cole RA Wheelersburg OH, LLC, as
mortgagor, to Lender, as mortgagee;
 22.
    
    Mortgage, Security Agreement and Fixture Filing, by Cole RA Warren OH, LLC, as
mortgagor, to Lender, as mortgagee;
 23.
    
    Mortgage, Security Agreement and Fixture Filing, by Cole AH Indianapolis IN, LLC, as
mortgagor, to Lender, as mortgagee;
 24.
    
    Mortgage, Security Agreement, Assignment of Leases and Fixture Filing, by Cole WG
Lawrence KS, LLC, as mortgagor, to Lender, as mortgagee;
 25.
    
    Mortgage and Security Agreement and Fixture Filing, by Cole RA Bangor ME, LLC, as
mortgagor, to Lender, as mortgagee;
 26.
    
    Mortgage and Security Agreement and Fixture Filing, by Cole RA Buxton ME II, LLC, as
mortgagor, to Lender, as mortgagee;
 27.
    
    Mortgage, Security Agreement and Fixture Filing, by Cole WG Cleveland OH, LLC, as
mortgagor, to Lender, as mortgagee;
 28.
    
    Open-End Mortgage, Security Agreement and Fixture Filing, by Cole EK Philadelphia PA,
LLC, as mortgagor, to Lender, as mortgagee;
 29.
    
    Mortgage, Security Agreement and Fixture Filing, by Cole SW Angola IN, LLC, as
mortgagor, to Lender, as mortgagee;
 30.
    
    Mortgage, Security Agreement and Fixture Filing, by Cole WG Cahokia IL, LLC, as
mortgagor, to Lender, as mortgagee;
 31.
    
    Mortgage, Security Agreement and Fixture Filing, by Cole SW Boardman OH, LLC, as
mortgagor, to Lender, as mortgagee;
 32.
    
    Mortgage and Security Agreement, by Cole LO Jonesboro AR, LLC, as mortgagor, to Lender,
as mortgagee;
 33.
    
    Deed of Trust, Security Agreement, Assignment of Leases and Fixture Filing, by Cole CV
Independence MO, LLC, as grantor, to First American Title Company of the Northwest and
Midstates, Inc., as trustee, for the benefit of Lender, as beneficiary;
 34.
    
    Assignment of Leases and Rents, by Cole SW Boardman OH, LLC, as assignor, to Lender, as
assignee;
 35.
    
    Assignment of Leases and Rents, by Cole WG Cahokia IL, LLC, as assignor, to Lender, as
assignee;
 36.
    
    Assignment of Leases and Rents, by Cole LO Jonesboro, LLC, as assignor, to Lender, as
assignee;
 37.
    
    Assignment of Leases and Rents, by Cole AH Indianapolis IN, LLC, as assignor, to
Lender, as assignee;
 38.
    
    Assignment of Leases and Rents, by Cole EK Philadelphia PA, LLC, as assignor, to
Lender, as assignee;
 39.
    
    Assignment of Leases and Rents, by Cole WG Cleveland OH, LLC, as assignor, to Lender,
as assignee;
 40.
    
    Assignment of Leases and Rents, by Cole CV Independence MO, LLC, as assignor, to
Lender, as assignee;
 41.
    
    Assignment of Leases and Rents, by Cole RA Buxton ME II, LLC, as assignor, to Lender,
as assignee;
  112




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42.
    
    Assignment of Leases and Rents, by Cole RA Bangor ME, LLC, as assignor, to Lender, as
assignee;
 43.
    
    Assignment of Leases and Rents, by Cole WG Lawrence KS, LLC, as assignor, to Lender, as
assignee;
 44.
    
    Assignment of Leases and Rents, by Cole SW Angola IN, LLC, as assignor, to Lender, as
assignee;
 45.
    
    Assignment of Leases and Rents, by Cole EK Murfreesboro TN, LLC, as assignor, to
Lender, as assignee;
 46.
    
    Assignment of Leases and Rents, by Cole RA Warren OH, LLC, as assignor, to Lender, as
assignee;
 47.
    
    Assignment of Leases and Rents, by Cole RA Wheelersburg OH, LLC, as assignor, to
Lender, as assignee;
 48.
    
    Assignment of Leases and Rents, by Cole BB Tupelo MS, LLC, as assignor, to Lender, as
assignee;
 49.
    
    Assignment of Leases and Rents, by Cole CO Pecan Park TX, LP, as assignor, to Lender,
as assignee;
 50.
    
    Assignment of Leases and Rents, by Cole CO Austin TX, LP, as assignor, to Lender, as
assignee;
 51.
    
    Assignment of Leases and Rents, by Cole CO Hurst TX, LP, as assignor, to Lender, as
assignee;
 52.
    
    Assignment of Leases and Rents, by Cole WG Houston TX, LP, as assignor, to Lender, as
assignee;
 53.
    
    Assignment of Leases and Rents, by Cole LO Texas City TX, LP, as assignor, to Lender,
as assignee;
 54.
    
    Assignment of Leases and Rents, by Cole CV Duncanville TX, LP, as assignor, to Lender,
as assignee;
 55.
    
    Assignment of Leases and Rents, by Cole SW Ashtabula OH, LLC, as assignor, to Lender,
as assignee;
  57.
    
    UCC Financing Statements.
  113