PROMISSORY NOTE


		
	$105,000,000.00	May 5, 2005




        FOR
VALUE RECEIVED, the undersigned, WELLS REIT-800 NICOLLETT AVENUE OWNER, LLC, a Delaware
limited liability company (“Borrower”), having an address at c/o Wells
Operating Partnership, L.P., 6200 The Corners Parkway, Norcross, Georgia 30092, promises
to pay to the order of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association (together with its successors and assigns, “Lender”), at the
office of Lender at Commercial Real Estate Services, 8739 Research Drive URP – 4, NC
1075, Charlotte, North Carolina 28262, or at such other place as Lender may designate to
Borrower in writing from time to time, the principal sum of One Hundred Five Million and
No/100 Dollars ($105,000,000.00), together with interest on so much thereof as is from
time to time outstanding and unpaid, from the date of the advance of the principal
evidenced hereby, at the rate of five and twenty-nine one hundredths percent (5.29%) (the
“Note Rate”), together with all other amounts due hereunder or under the
other Loan Documents (as defined herein), in lawful money of the United States of
America, which shall at the time of payment be legal tender in payment of all debts and
dues, public and private.  



ARTICLE I



TERMS AND CONDITIONS



        Section
1.1    Computation of Interest. Interest shall be computed hereunder based on a
360-day year and based on the actual number of days elapsed for any period in which
interest is being calculated as more particularly set forth on Annex 1 attached
hereto and incorporated by this reference. Interest shall accrue from the date on which
funds are advanced hereunder (regardless of the time of day) through and including the
day on which funds are credited pursuant to Section 1.2 hereof.



        Section
1.2    Payment of Principal and Interest. Payments in federal funds immediately
available at the place designated for payment received by Lender prior to 2:00 p.m. local
time on a day on which Lender is open for business at said place of payment shall be
credited prior to close of business, while other payments, at the option of Lender, may
not be credited until immediately available to Lender in federal funds at the place
designated for payment prior to 2:00 p.m. local time on the next day on which Lender is
open for business. Interest only shall be payable in one hundred nineteen (119)
consecutive monthly installments in the amount set forth on Annex 1, beginning on June
11, 2005 (the “First Payment Date”), and continuing on the eleventh
(11th) day of each and every calendar month thereafter through and including April 11,
2015”) (each, a “Payment Date”). On May 11, 2015 (the “Maturity
Date”), the entire outstanding principal balance hereof, together with all
accrued but unpaid interest thereon, shall be due and payable in full.








        Borrower
hereby authorizes Lender to use its automated loan payment service pursuant to which on
each Payment Date Borrower shall have its monthly interest payments together with any
other sums then due to Lender automatically drawn by Lender or its servicer in accordance
with that certain Auto-Draft Request Form by and between Borrower and Lender executed in
connection with the Loan (as defined in the Security Instrument (as hereinafter
defined)).  



        In
the event that, on any Payment Date, there are insufficient funds in such account for
sums due to Lender, then Lender shall be permitted to withdraw sums from such account on
any day thereafter until such time as all payments due to Lender have been drawn from
such account; provided, however, the foregoing shall in no event limit or
otherwise modify Borrower’s obligations to make payments of principal and interest
and other sums due hereunder or under any other Loan Document.   




        Section
1.3    Application of Payments. So long as no Event of Default (as hereinafter
defined) exists hereunder or under any other Loan Document, each such monthly installment
shall be applied, first, to any amounts hereafter advanced by Lender hereunder or under
any other Loan Document, second, to any late fees and other amounts payable to Lender,
third, to the payment of accrued interest and last to reduction of principal.  



        Section
1.4    Payment of “Short Interest”. If the advance of the principal amount
evidenced by this Note is made on a date other than a Payment Date, Borrower shall pay to
Lender contemporaneously with the execution hereof interest at the Note Rate for a period
from the date hereof through and including the tenth (10th) day of either (x)
this month, in the event that the date hereof is on or prior to the 11th of the month,
and (y) the immediately succeeding month, in the event that the date hereof is after the
11th of the month.  



        Section
1.5    Prepayment; Defeasance.



        (a)    This
Note may not be prepaid, in whole or in part (except as otherwise specifically provided
herein), at any time prior to the Payment Date occurring two (2) Payment Dates
immediately prior to the Maturity Date (the “Lockout Expiration Date”).
In the event that Borrower wishes to have the Property (as hereinafter defined) released
from the lien of the Security Instrument prior to the Lockout Expiration Date, Borrower’s
sole option shall be a Defeasance (as hereinafter defined) upon satisfaction of the terms
and conditions set forth in Section 1.5(d) hereof. This Note may be prepaid in
whole but not in part without premium or penalty on any Payment Date occurring on or
after the Lockout Expiration Date provided (i) written notice of such prepayment is
received by Lender not more than ninety (90) days and not less than thirty (30) days
prior to the date of such prepayment, and (ii) such prepayment is accompanied by all
interest accrued hereunder through and including the date of such prepayment and all
other sums due hereunder or under the other Loan Documents. If, upon any such permitted
prepayment on any Payment Date occurring on or after the Lockout Expiration Date, the
aforesaid prior written notice has not been timely received by Lender, there shall be due
a prepayment fee equal to the lesser of (i) thirty (30) days’ interest computed at
the Note Rate on the outstanding principal balance of this Note so prepaid and (ii)
interest computed at the Note Rate on the outstanding principal balance of this Note so
prepaid that would have been




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payable for the period from, and
including, the date of prepayment through the Maturity Date, as though such prepayment
had not occurred.




        (b)    If,
prior to the Lockout Expiration Date, the indebtedness evidenced by this Note shall have
been declared due and payable by Lender pursuant to Article II hereof or the provisions
of any other Loan Document due to a default by Borrower, then, in addition to the
indebtedness evidenced by this Note being immediately due and payable, there shall also
then be immediately due and payable a sum equal to the interest which would have accrued
on the principal balance of this Note at the Note Rate from the date of such acceleration
to the Maturity Date, together with a prepayment fee in an amount equal to the Yield
Maintenance Premium (as hereinafter defined) based on the entire indebtedness on the date
of such acceleration. In addition to the amounts described in the preceding sentence, in
the event of any such acceleration or tender of payment of such indebtedness occurs or is
made on or prior to the first (1st) anniversary of the date of this Note, there shall
also then be immediately due and payable an additional prepayment fee of three percent
(3%) of the principal balance of this Note. The term “Yield Maintenance Premium”shall
mean an amount equal to the greater of (A) two percent (2.0%) of the principal amount
being prepaid, and (B) the present value of a series of payments each equal to the
Payment Differential (as hereinafter defined) and payable on each Payment Date over the
remaining original term of this Note and on the Maturity Date, discounted at the
Reinvestment Yield (as hereinafter defined) for the number of months remaining as of the
date of such prepayment to each such Payment Date and the Maturity Date. The term “Payment
Differential” shall mean an amount equal to (i) the Note Rate less the
Reinvestment Yield, divided by (ii) twelve (12) and multiplied by (iii) the principal sum
outstanding under this Note after application of the constant monthly payment due under
this Note on the date of such prepayment, provided that the Payment Differential shall in
no event be less than zero. The term “Reinvestment Yield” shall mean an
amount equal to the lesser of (i) the yield on the U.S. Treasury issue (primary issue)
with a maturity date closest to the Maturity Date, or (ii) the yield on the U.S. Treasury
issue (primary issue) with a term equal to the remaining average life of the indebtedness
evidenced by this Note, with each such yield being based on the bid price for such issue
as published in the Wall Street Journal on the date that is fourteen (14) days prior to
the date of such prepayment (or, if such bid price is not published on that date, the
next preceding date on which such bid price is so published) and converted to a monthly
compounded nominal yield. In the event that any prepayment fee is due hereunder, Lender
shall deliver to Borrower a statement setting forth the amount and determination of the
prepayment fee, and, provided that Lender shall have in good faith applied the formula
described above, Borrower shall not have the right to challenge the calculation or the
method of calculation set forth in any such statement in the absence of manifest error,
which calculation may be made by Lender on any day during the fifteen (15) day period
preceding the date of such prepayment. Lender shall not be obligated or required to have
actually reinvested the prepaid principal balance at the Reinvestment Yield or otherwise
as a condition to receiving the prepayment fee.



        (c)    Partial
prepayments of this Note shall not be permitted, except for partial prepayments resulting
from Lender’s election to apply insurance or condemnation proceeds to reduce the
outstanding principal balance of this Note as provided in the Security Instrument, in
which event no prepayment fee or premium shall be due unless, at the time of either Lender’s
receipt of such proceeds or the application of such proceeds to the outstanding principal
balance of this Note, an Event of Default, or an event which, with notice or the passage
of time, or both,



3








would constitute an Event of
Default, shall have occurred, which default or Event of Default is unrelated to the
applicable casualty or condemnation, in which event the applicable prepayment fee or
premium shall be due and payable based upon the amount of the prepayment. No notice of
prepayment shall be required under the circumstances specified in the preceding sentence.
No principal amount repaid may be reborrowed. Any such partial prepayments of principal
shall be applied to the unpaid principal balance evidenced hereby and, upon such
application, Lender shall recalculate the amount of the monthly installments required to
be paid pursuant to Section 1.2 above based on the then outstanding principal
amount of this Note. Except as otherwise expressly provided in this Section, the
prepayment fees provided above shall be due, to the extent permitted by applicable law,
under any and all circumstances where all or any portion of this Note is paid prior to
the Maturity Date, whether such prepayment is voluntary or involuntary, including,
without limitation, if such prepayment results from Lender’s exercise of its rights
upon Borrower’s default and acceleration of the Maturity Date of this Note
(irrespective of whether foreclosure proceedings have been commenced), and shall be in
addition to any other sums due hereunder or under any of the other Loan Documents. No
tender of a prepayment of this Note with respect to which a prepayment fee is due shall
be effective unless such prepayment is accompanied by the applicable prepayment fee.  



        (d)
    (i) On any Payment Date on or the day immediately following the date which is two (2)
years after the “startup day,” within the meaning of Section 860G(a) (9) of the
Internal Revenue Code of 1986, as amended from time to time or any successor statute (the
“Code”), of a “real estate mortgage investment conduit,” within
the meaning of Section 860D of the Code (a “REMIC Trust”), that holds
this Note, and provided no Event of Default has occurred hereunder or under any of the
other Loan Documents, at Borrower’s option, Lender shall cause the release of the
Property from the lien of the Security Instrument and the other Loan Documents (a “Defeasance”)
upon the satisfaction of the following conditions: 



	  	        (A)    Borrower
shall give not more than ninety (90) days’ or less than sixty (60) days’ prior
written notice to Lender specifying the date Borrower intends for the Defeasance to be
consummated (the “Release Date”), which date shall be a Payment Date. 








	  	        (B)
    All accrued and unpaid interest and all other sums due under this Note and under the
other Loan Documents up to and including the Release Date shall be paid in full on or
prior to the Release Date. 








	  	        (C)
    Borrower shall deliver to Lender on or prior to the Release Date: 









	  	        (1)
    a sum of money in immediately available funds (the “Defeasance Deposit”)
equal to the outstanding principal balance of this Note plus an amount, if any, which
together with the outstanding principal balance of this Note, shall be sufficient to
enable Lender to purchase, through means and sources customarily employed and available
to Lender, for the account of Borrower, (x) direct, non-callable, fixed rate obligations
of the United States of America or (y) non-callable, fixed rate obligations, other than
U.S. Treasury Obligations, that are “government securities” within the meaning
of Section 2(a)(16) of the Investment Company Act of 








4








	  	
1940, as amended, that provide for payments prior, but as close as possible, to all successive
monthly Payment Dates occurring after the Release Date and to the Maturity Date, with
each such payment being equal to or greater than the amount of the corresponding
installment of principal and/or interest required to be paid under this Note (including,
but not limited to, all amounts due on the Maturity Date) for the balance of the term
hereof (the “Defeasance Collateral”), each of which shall be duly
endorsed by the holder thereof as directed by Lender or accompanied by a written
instrument of transfer in form and substance satisfactory to Lender in its sole
discretion (including, without limitation, such instruments as may be required by the
depository institution holding such securities or the issuer thereof, as the case may be,
to effectuate book-entry transfers and pledges through the book-entry facilities of such
institution) in order to perfect upon the delivery of the Defeasance Security Agreement
(as hereinafter defined) the first priority security interest in the Defeasance
Collateral in favor of Lender in conformity with all applicable state and federal laws
governing granting of such security interests;  







	  	        (2)
    a pledge and security agreement, in form and substance satisfactory to Lender,
creating a first priority security interest in favor of Lender in the Defeasance
Collateral (the “Defeasance Security Agreement”);  








	  	        (3)
    a certificate of Borrower certifying that all of the requirements set forth in this
subsection 1.5(d)(i) have been satisfied;  








	  	        (4)
    one or more opinions of counsel for Borrower in form and substance and delivered by
counsel which would be satisfactory to Lender stating, among other things, that (i)
Lender has a perfected first priority security interest in the Defeasance Collateral and
that the Defeasance Security Agreement is enforceable against Borrower in accordance with
its terms, (ii) in the event of a bankruptcy proceeding or similar occurrence with
respect to Borrower, none of the Defeasance Collateral nor any proceeds thereof will be
property of Borrower’s estate under Section 541 of the U.S. Bankruptcy Code, as
amended, or any similar statute and the grant of security interest therein to Lender
shall not constitute an avoidable preference under Section 547 of the U.S. Bankruptcy
Code, as amended, or applicable state law, (iii) the release of the lien of the Security
Instrument and the pledge of Defeasance Collateral will not directly or indirectly result
in or cause any REMIC Trust that then holds this Note to fail to maintain its status as a
REMIC Trust and (iv) the defeasance will not cause any REMIC Trust to be an “investment
company” under the Investment Company Act of 1940;  








	  	        (5)
    evidence in writing from any applicable Rating Agency (as defined in the Security
Instrument) to the effect that the Defeasance will not result in a downgrading,
withdrawal or qualification of the respective  









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ratings in effect immediately prior to such Defeasance for any Securities (as hereinafter
defined) issued in connection with the securitization which are then outstanding; provided,
however, no evidence from a Rating Agency shall be required if this Note does not
meet the then-current review requirements of such Rating Agency; 







	  	        (6)
    a certificate in form and scope acceptable to Lender in its sole discretion from an
acceptable independent accountant certifying that the Defeasance Collateral will generate
amounts sufficient to make all payments of principal and interest due under this Note
(including the scheduled outstanding principal balance of the Loan due on the Maturity
Date);  








	  	        (7)
    Borrower and any guarantor or indemnitor of Borrower’s obligations under the Loan
Documents for which Borrower has personal liability executes and delivers to Lender such
documents and agreements as Lender shall reasonably require to evidence and effectuate
the ratification of such personal liability and guaranty or indemnity, respectively;  








	  	        (8)
    such other certificates, documents or instruments as Lender may reasonably require; and  








	  	        (9)
    payment of all fees, costs, expenses and charges incurred by Lender in connection with
the Defeasance of the Property and the purchase of the Defeasance Collateral, including,
without limitation, all legal fees and costs and expenses incurred by Lender or its
agents in connection with release of the Property, review of the proposed Defeasance
Collateral and preparation of the Defeasance Security Agreement and related
documentation, any revenue, documentary, stamp, intangible or other taxes, charges or
fees due in connection with transfer of the Note, assumption of the Note, or substitution
of collateral for the Property shall be paid on or before the Release Date. Without
limiting Borrower’s obligations with respect thereto, Lender shall be entitled to
deduct all such fees, costs, expenses and charges from the Defeasance Deposit to the
extent of any portion of the Defeasance Deposit which exceeds the amount necessary to
purchase the Defeasance Collateral.  








	  	        (D)
    In connection with the Defeasance Deposit, Borrower hereby authorizes and directs Lender
using the means and sources customarily employed and available to Lender to use the
Defeasance Deposit to purchase for the account of Borrower the Defeasance Collateral.
Furthermore, the Defeasance Collateral shall be arranged such that payments received from
such Defeasance Collateral shall be paid directly to Lender to be applied on account of
the indebtedness of this Note. Any part of the Defeasance Deposit in excess of the amount
necessary to purchase the Defeasance Collateral and to pay the other and related costs
Borrower is obligated to pay under this Section 1.5 shall be refunded to Borrower.  









6









	  	        (ii)
    Upon compliance with the requirements of subsection 1.5(d)(i), the Property shall be
released from the lien of the Security Instrument and the other Loan Documents, and the
Defeasance Collateral shall constitute collateral which shall secure this Note and all
other obligations under the Loan Documents. Lender will, at Borrower’s expense,
execute and deliver any agreements reasonably requested by Borrower to release the lien
of the Security Instrument from the Property.  








	  	        (iii)
    Upon the release of the Property in accordance with this Section 1.5(d), Borrower
shall assign all its obligations and rights under this Note, together with the pledged
Defeasance Collateral, to a newly created successor entity which complies with the terms
of Section 2.29 of the Security Instrument designated by Borrower and approved by
Lender in its sole discretion. Such successor entity shall execute an assumption
agreement in form and substance satisfactory to Lender in its sole discretion pursuant to
which it shall assume Borrower’s obligations under this Note and the Defeasance
Security Agreement. As conditions to such assignment and assumption, Borrower shall (x)
deliver to Lender an opinion of counsel in form and substance satisfactory to a prudent
lender and delivered by counsel satisfactory to a prudent lender stating, among other
things, that such assumption agreement is enforceable against Borrower and such successor
entity in accordance with its terms and that this Note and the Defeasance Security
Agreement as so assumed, are enforceable against such successor entity in accordance with
their respective terms, and (y) pay all costs and expenses (including, but not limited
to, legal fees) incurred by Lender or its agents in connection with such assignment and
assumption (including, without limitation, the review of the proposed transferee and the
preparation of the assumption agreement and related documentation). Upon such assumption,
Borrower shall be relieved of its obligations hereunder, under the other Loan Documents
other than as specified in Section 1.5(d)(i)(C)(7)above and under the Defeasance
Security Agreement (or other Defeasance document).  








        Section
1.6    Security. The indebtedness evidenced by this Note and the obligations created
hereby are secured by, among other things, that certain mortgage, deed of trust or deed
to secure debt, security agreement and fixture filing (the “Security Instrument”)
from Borrower for the benefit of Lender, dated of even date herewith, covering the
Property. The Security Instrument, together with this Note and all other documents to or
of which Lender is a party or beneficiary now or hereafter evidencing, securing,
guarantying, modifying or otherwise relating to the indebtedness evidenced hereby, are
herein referred to collectively as the “Loan Documents”. All of the terms and
provisions of the Loan Documents are incorporated herein by reference. Some of the Loan
Documents are to be filed for record on or about the date hereof in the appropriate
public records.  



ARTICLE II



DEFAULT



        Section
2.1    Events of Default. It is hereby expressly agreed that should any default occur
in the payment of principal or interest as stipulated above and such payment is not made
on the date such payment is due, or should any other default occur under any other Loan  




7










Document and not be cured within any
applicable grace or notice period (if any), then an Event of Default (an “Event
of Default”) shall exist hereunder, and in such event the indebtedness evidenced
hereby, including all sums advanced or accrued hereunder or under any other Loan
Document, and all unpaid interest accrued thereon, shall, at the option of Lender and
without notice to Borrower, at once become due and payable and may be collected
forthwith, whether or not there has been a prior demand for payment and regardless of the
stipulated date of maturity.  



        Section
2.2    Late Charges. In the event that any payment is not received by Lender on the
date when due (subject to any applicable grace period), then, in addition to any default
interest payments due hereunder, Borrower shall also pay to Lender a late charge in an
amount equal to five percent (5%) of the amount of such overdue payment.  



        Section
2.3    Default Interest Rate. So long as any Event of Default exists hereunder or
under any other Loan Document, regardless of whether or not there has been an
acceleration of the indebtedness evidenced hereby, and at all times after maturity of the
indebtedness evidenced hereby (whether by acceleration or otherwise), interest shall
accrue on the outstanding principal balance of this Note, from the date due until the
date credited, at a rate per annum equal to four percent (4%) in excess of the Note Rate,
or, if such increased rate of interest may not be collected under applicable law, then at
the maximum rate of interest, if any, which may be collected from Borrower under
applicable law (as applicable, the “Default Interest Rate”), and such
default interest shall be immediately due and payable.  



        Section
2.4    Borrower’s Agreements. Borrower acknowledges that it would be extremely
difficult or impracticable to determine Lender’s actual damages resulting from any
late payment or default, and such late charges and default interest are reasonable
estimates of those damages and do not constitute a penalty. The remedies of Lender in
this Note or in the Loan Documents, or at law or in equity, shall be cumulative and
concurrent, and may be pursued singly, successively or together, in Lender’s
discretion.



        Section
2.5    Borrower to Pay Costs. In the event that this Note, or any part hereof, is
collected by or through an attorney-at-law, Borrower agrees to pay all costs of
collection, including, but not limited to, reasonable attorneys’ fees. 



        Section
2.6    Exculpation. Notwithstanding anything in this Note or the Loan Documents to
the contrary, but subject to the qualifications hereinbelow set forth, Lender agrees
that:  



        (a)    Borrower
shall be liable upon the indebtedness evidenced hereby and for the other obligations
arising under the Loan Documents to the full extent (but only to the extent) of the
security therefor, the same being all properties (whether real or personal), rights,
estates and interests now or at any time hereafter securing the payment of this Note
and/or the other obligations of Borrower under the Loan Documents (collectively, the
“Property”);  




        (b)
    if a default occurs in the timely and proper payment of all or any part of such
indebtedness evidenced hereby or in the timely and proper performance of the other
obligations of Borrower under the Loan Documents, any judicial proceedings brought by
Lender against Borrower shall be limited to the preservation, enforcement and
foreclosure, or any  




8









thereof, of the liens, security
titles, estates, assignments, rights and security interests now or at any time hereafter
securing the payment of this Note and/or the other obligations of Borrower under the Loan
Documents, and no attachment, execution or other writ of process shall be sought, issued
or levied upon any assets, properties or funds of Borrower other than the Property,
except with respect to the liability described below in this section; and  



        (c)
    in the event of a foreclosure of such liens, security titles, estates, assignments,
rights or security interests securing the payment of this Note and/or the other
obligations of Borrower under the Loan Documents, no judgment for any deficiency upon the
indebtedness evidenced hereby shall be sought or obtained by Lender against Borrower,
except with respect to the liability described below in this section; provided, however,
that, notwithstanding the foregoing provisions of this section, Borrower shall be fully
and personally liable and subject to legal action (i) for Borrower’s
misappropriation or intentional conversion of proceeds paid under any insurance policies
(or paid as a result of any other claim or cause of action against any person or entity)
by reason of damage, loss or destruction to all or any portion of the Property, to the
full extent of such proceeds not previously delivered to Lender, but which, under the
terms of the Loan Documents, should have been delivered to Lender, (ii) Borrower’s
misappropriation or intentional conversion of proceeds or awards resulting from the
condemnation or other taking in lieu of condemnation of all or any portion of the
Property, to the full extent of such proceeds or awards not previously delivered to
Lender, but which, under the terms of the Loan Documents, should have been delivered to
Lender, (iii) Borrower’s misappropriation or intentional conversion of all tenant
security deposits or other refundable deposits paid to or held by Borrower in connection
with leases of all or any portion of the Property which are not applied in accordance
with the terms of the applicable lease or other agreement, (iv) for Borrower’s
misappropriation or intentional conversion of rent and other payments received from
tenants under leases of all or any portion of the Property paid more than one (1) month
in advance, (v) for Borrower’s misappropriation or intentional conversion of rents,
issues, profits and revenues of all or any portion of the Property received or applicable
to a period after the occurrence of any Event of Default hereunder or under the Loan
Documents which are not either applied to the ordinary and necessary expenses of owning
and operating the Property or paid to Lender, (vi) for waste committed on the Property,
damage to the Property as a result of the intentional misconduct or gross negligence of
Borrower or any of its principals, officers, general partners or members, any guarantor,
any indemnitor, or any agent or employee of any such person, or any removal of all or any
material portion of the Property following an Event of Default in violation of the terms
of the Loan Documents, to the full extent of the actual losses or damages incurred by
Lender on account of such occurrence, (vii) for failure to pay any valid taxes,
assessments, mechanic’s liens, materialmen’s liens or other liens which create
liens on any portion of the Property which would be superior to the lien or security
title of the Security Instrument or the other Loan Documents against the Property (other
then liens being validly contested as permitted by, and pursuant to the terms of, the
Security Instrument) as a result of Borrower’s failure to pay any valid taxes or
assessments, or charges for labor or materials, to the full extent of the amount of any
such lien, provided that Borrower’s liability under this sub-clause (vii) with
respect to taxes and assessments shall be limited to the amount of any such liens
occurring during a three (3) month period following Borrower’s failure to pay such
liens; provided, however, with respect to any such taxes or assessments,
Borrower shall have no personal liability to the extent that funds have been deposited
with Lender pursuant to the terms of the Security Instrument specifically for the
applicable taxes or assessments and not applied by  




9










Lender to pay such taxes and
assessments, (viii) for all obligations and indemnities of Borrower under the Loan
Documents relating to Hazardous Substances (as defined in the Security Instrument) or
radon or compliance with Environmental Laws (as defined in the Security Instrument) and
regulations to the full extent of any actual losses or damages (including those resulting
from diminution in value of any Property) incurred by Lender as a result of the existence
of such Hazardous Substances or radon or failure to comply with such Environmental Laws
or regulations, and (ix) for fraud, intentional and material misrepresentation or
intentional failure to disclose a material fact by Borrower or any of its principals,
officers, general partners or members, any guarantor, any indemnitor or any agent,
employee or other person authorized to make statements, representations or disclosures on
behalf of Borrower, any principal, officer, general partner or member of Borrower, any
guarantor or any indemnitor, to the full extent of any actual losses, damages and
expenses of Lender on account thereof. References herein to particular sections of the
Loan Documents shall be deemed references to such sections as affected by other
provisions of the Loan Documents relating thereto. Nothing contained in this section
shall (1) be deemed to be a release or impairment of the indebtedness evidenced by this
Note or the other obligations of Borrower under the Loan Documents or the lien of the
Loan Documents upon the Property, or (2) preclude Lender from foreclosing the Loan
Documents in case of any default or from enforcing any of the other rights of Lender
except as stated in this section, or (3) limit or impair in any way whatsoever (A) the
Indemnity and Guaranty Agreement (the “Indemnity Agreement”) or (B) the
Environmental Indemnity Agreement (the “Environmental Indemnity Agreement”),
each of even date herewith executed and delivered in connection with the indebtedness
evidenced by this Note or release, relieve, reduce, waive or impair in any way
whatsoever, any obligation of any party to the Indemnity Agreement or the Environmental
Indemnity Agreement.  



        Notwithstanding
the foregoing, the agreement of Lender not to pursue recourse liability as set forth in
this Section 2.6 SHALL BECOME NULL AND VOID and shall be of no further force and
effect in the event of (i) a default by Borrower, Indemnitor (as defined in the Security
Instrument) or any general partner, manager or managing member of Borrower of any of the
covenants set forth in Section 2.9 of the Security Instrument, or (ii) if the
Property or any part thereof shall become an asset in a voluntary bankruptcy or
insolvency proceeding of Borrower or Indemnitor.  



        Notwithstanding
anything to the contrary in this Note, the Security Instrument or any of the other Loan
Documents, Lender shall not be deemed to have waived any right which Lender may have
under Section 506(a), 506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code
to file a claim for the full amount of the indebtedness evidenced hereby or secured by
the Security Instrument or any of the other Loan Documents or to require that all
collateral shall continue to secure all of the indebtedness owing to Lender in accordance
with this Note, the Security Instrument and the other Loan Documents.  



ARTICLE III



GENERAL CONDITIONS



        Section
3.1    No Waiver; Amendment. No failure to accelerate the indebtedness evidenced
hereby by reason of default hereunder, acceptance of a partial or past due payment, or  




10









indulgences granted from time to
time shall be construed (i) as a novation of this Note or as a reinstatement of the
indebtedness evidenced hereby or as a waiver of such right of acceleration or of the
right of Lender thereafter to insist upon strict compliance with the terms of this Note,
or (ii) to prevent the exercise of such right of acceleration or any other right granted
hereunder or by any applicable laws; and Borrower hereby expressly waives the benefit of
any statute or rule of law or equity now provided, or which may hereafter be provided,
which would produce a result contrary to or in conflict with the foregoing. No extension
of the time for the payment of this Note or any installment due hereunder made by
agreement with any person now or hereafter liable for the payment of this Note shall
operate to release, discharge, modify, change or affect the original liability of
Borrower under this Note, either in whole or in part, unless Lender agrees otherwise in
writing. This Note may not be changed orally, but only by an agreement in writing signed
by the party against whom enforcement of any waiver, change, modification or discharge is
sought.  



        Section
3.2    Waivers. Presentment for payment, demand, protest and notice of demand,
protest and nonpayment and all other notices are hereby waived by Borrower. Borrower
hereby further waives and renounces, to the fullest extent permitted by law, all rights
to the benefits of any moratorium, reinstatement, marshaling, forbearance, valuation,
stay, extension, redemption, appraisement, exemption and homestead now or hereafter
provided by the Constitution and laws of the United States of America and of each state
thereof, both as to itself and in and to all of its property, real and personal, against
the enforcement and collection of the obligations evidenced by this Note or the other
Loan Documents.  



        Section
3.3    Limit of Validity. The provisions of this Note and of all agreements between
Borrower and Lender, whether now existing or hereafter arising and whether written or
oral, including, but not limited to, the Loan Documents, are hereby expressly limited so
that in no contingency or event whatsoever, whether by reason of demand or acceleration
of the maturity of this Note or otherwise, shall the amount contracted for, charged,
taken, reserved, paid or agreed to be paid (“Interest”) to Lender for
the use, forbearance or detention of the money loaned under this Note exceed the maximum
amount permissible under applicable law. If, from any circumstance whatsoever,
performance or fulfillment of any provision hereof or of any agreement between Borrower
and Lender shall, at the time performance or fulfillment of such provision shall be due,
exceed the limit for Interest prescribed by law or otherwise transcend the limit of
validity prescribed by applicable law, then, ipso facto, the obligation to be performed
or fulfilled shall be reduced to such limit, and if, from any circumstance whatsoever,
Lender shall ever receive anything of value deemed Interest by applicable law in excess
of the maximum lawful amount, an amount equal to any excessive Interest shall be applied
to the reduction of the principal balance owing under this Note in the inverse order of
its maturity (whether or not then due) or, at the option of Lender, be paid over to
Borrower, and not to the payment of Interest. All Interest (including any amounts or
payments judicially or otherwise under the law deemed to be Interest) contracted for,
charged, taken, reserved, paid or agreed to be paid to Lender shall, to the extent
permitted by applicable law, be amortized, prorated, allocated and spread throughout the
full term of this Note, including any extensions and renewals hereof until payment in
full of the principal balance of this Note so that the Interest thereon for such full
term will not exceed at any time the maximum amount permitted by applicable law. To the
extent United States federal law permits a greater amount of interest than is permitted
under the law of the State in which the Property is located, Lender will  



11









rely on United States federal law
for the purpose of determining the maximum amount permitted by applicable law.
Additionally, to the extent permitted by applicable law now or hereafter in effect,
Lender may, at its option and from time to time, implement any other method of computing
the maximum lawful rate under the law of the State in which the Property is located or
under other applicable law by giving notice, if required, to Borrower as provided by
applicable law now or hereafter in effect. This Section 3.3 will control all agreements
between Borrower and Lender.  



        Section
3.4    Use of Funds. Borrower hereby warrants, represents and covenants that no funds
disbursed hereunder shall be used for personal, family or household purposes.  



        Section
3.5    Unconditional Payment. Borrower is and shall be obligated to pay principal,
interest and any and all other amounts which become payable hereunder or under the other
Loan Documents absolutely and unconditionally and without any abatement, postponement,
diminution or deduction and without any reduction for counterclaim or setoff. In the
event that at any time any payment received by Lender hereunder shall be deemed by a
court of competent jurisdiction to have been a voidable preference or fraudulent
conveyance under any bankruptcy, insolvency or other debtor relief law, then the
obligation to make such payment shall survive any cancellation or satisfaction of this
Note or return thereof to Borrower and shall not be discharged or satisfied with any
prior payment thereof or cancellation of this Note, but shall remain a valid and binding
obligation enforceable in accordance with the terms and provisions hereof, and such
payment shall be immediately due and payable upon demand.  



        Section
3.6    Governing Law. THIS NOTE SHALL BE INTERPRETED, CONSTRUED AND ENFORCED
ACCORDING TO THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.  



        Section
3.7    Waiver of Jury Trial. EACH OF BORROWER AND LENDER, TO THE FULL EXTENT
PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE
ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY
RELATING TO THE DEBT EVIDENCED BY THIS NOTE OR ANY CONDUCT, ACT OR OMISSION OF LENDER OR
BORROWER, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES,
AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH LENDER OR BORROWER, IN EACH OF
THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.  



ARTICLE IV  



MISCELLANEOUS PROVISIONS



        Section
4.1 Successors and Assigns; Joint and Several; Interpretation. The terms and
provisions hereof shall be binding upon and inure to the benefit of Borrower and Lender
and their respective heirs, executors, legal representatives, successors, successors in
title 




12








and assigns, whether by voluntary
action of the parties or by operation of law. As used herein, the terms “Borrower” and
“Lender” shall be deemed to include their respective heirs, executors, legal
representatives, successors, successors in title and assigns, whether by voluntary action
of the parties or by operation of law. If Borrower consists of more than one person or
entity, each shall be jointly and severally liable to perform the obligations of Borrower
under this Note. All personal pronouns used herein, whether used in the masculine,
feminine or neuter gender, shall include all other genders; the singular shall include
the plural and vice versa. Titles of articles and sections are for convenience only and
in no way define, limit, amplify or describe the scope or intent of any provisions
hereof. Time is of the essence with respect to all provisions of this Note. This Note and
the other Loan Documents contain the entire agreements between the parties hereto
relating to the subject matter hereof and thereof and all prior agreements relative
hereto and thereto which are not contained herein or therein are terminated. 





        Section
4.2    Taxpayer Identification. Borrower’s Tax Identification Number is
20-2709747.  



[THE BALANCE OF THIS
PAGE IS INTENTIONALLY LEFT BLANK] 





13








        IN
WITNESS WHEREOF, Borrower has executed this Note as of the date first written above.  



	  	
BORROWER:






	  	
WELLS REIT – 800 NICOLLETT AVENUE
OWNER LLC, a Delaware limited liability
company






	  	By:  	Wells
REIT - 800 Nicollett Avenue, LLC,
a Delaware limited liability company,
its managing member 	  






	  	By:  	  	Wells
Operating Partnership, L.P.,
a Delaware limited Partnership,
its managing member 






	  	By:  	  	Wells Real Estate Investment
Trust, Inc., a Maryland

corporation, its general

partner 







	  	 	  	By:
 
Name:
 
Title: 	____________________________________
 
____________________________________
 
____________________________________