##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 333-149290
 COLE CREDIT PROPERTY TRUST III, INC.
 (Exact name of registrant as specified in its charter)
 Maryland
    
    26-1846406(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification Number)2555 East Camelback Road, Suite 400
Phoenix, Arizona, 85016(Address of principal executive offices; zip code)
    
    (602) 778-8700(Registrants telephone number, including area code)
 Not Applicable  (Former name, former address and former fiscal year, if changed since last report)
  þ o
  o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if smaller reporting company)
  o þ




---



##### 



COLE CREDIT PROPERTY TRUST III, INC.
INDEX
 PART I  FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Unaudited Balance Sheets as of June 30, 2009 and December 31, 2008
    
    
    4Condensed Consolidated Unaudited Statements of Operations for the three and six months
ended June 30, 2009, for the three months ended June 30, 2008, and for the period from
January 22, 2008 (Date of Inception) to June 30, 2008
    
    
    5Condensed Consolidated Unaudited Statement of Stockholders Equity for the six months
ended June 30, 2009
    
    
    6Condensed Consolidated Unaudited Statements of Cash Flows for the six months ended June
30, 2009 and for the period from January 22, 2008 (Date of Inception) to June 30, 2008
    
    
    7Notes to Condensed Consolidated Unaudited Financial Statements
    
    
    8Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 4T. Controls and Procedures
    
    
    24PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    25Item 1A. Risk Factors
    
    
    25Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    25Item 3. Defaults Upon Senior Securities
    
    
    25Item 4. Submission of Matters to a Vote of Security Holders
    
    
    25Item 5. Other Information
    
    
    25Item 6. Exhibits
    
    
    25Signatures
    
    
    26Exhibit 31.1Exhibit 31.2Exhibit 32.1
   2




---



##### Table of Contents



PART I
FINANCIAL INFORMATION
    3




---



##### Table of Contents



COLE CREDIT PROPERTY TRUST III, INC.
 
 CONDENSED CONSOLIDATED UNAUDITED BALANCE SHEETS
 June 30,
    
    
    December 31,2009
    
    
    2008ASSETSInvestment in real estate assets:Land
    
    $
    114,891,480
    
    
    $
    Buildings and improvements, less accumulated depreciation of $460,302
    
    
    97,662,875
    
    
    
    Acquired intangible lease assets, less accumulated amortization of $432,315
    
    
    44,455,175
    
    
    
    Total investment in real estate assets, net
    
    
    257,009,530
    
    
    
    Cash and cash equivalents
    
    
    87,872,007
    
    
    
    172,493Restricted cash
    
    
    2,076,174
    
    
    
    2,849,043Rents and tenant receivables
    
    
    272,380
    
    
    
    Prepaid expenses, mortgage loan deposits and other assets
    
    
    600,318
    
    
    
    11,293Deferred financing costs, less accumulated amortization of $6,592
    
    
    656,834
    
    
    
    Total assets
    
    $
    348,487,243
    
    
    $
    3,032,829LIABILITIES AND STOCKHOLDERS EQUITYNotes payable
    
    $
    29,890,000
    
    
    $
    Accounts payable and accrued expenses
    
    
    317,864
    
    
    
    84,934Escrowed investor proceeds
    
    
    1,982,170
    
    
    
    2,849,043Acquired below market lease intangibles, less accumulated amortization of $102,522
    
    
    4,835,730
    
    
    
    Distributions payable
    
    
    1,736,639
    
    
    
    Deferred rent
    
    
    946,818
    
    
    
    Total liabilities
    
    
    39,709,221
    
    
    
    2,933,977Redeemable common stock
    
    
    1,647,886
    
    
    
    STOCKHOLDERS EQUITY:Preferred stock, $0.01 par value; 10,000,000 shares authorized, none issued and
outstanding
    
    
    
    
    
    
    Common stock, $0.01 par value; 490,000,000 shares authorized, 35,579,338 and
20,000 shares issued and outstanding, respectively
    
    
    355,793
    
    
    
    200Capital in excess of par value
    
    
    316,555,147
    
    
    
    199,800Accumulated distributions in excess of earnings
    
    
    (9,780,804
    )
    
    
    (101,148
    )Total stockholders equity
    
    
    307,130,136
    
    
    
    98,852Total liabilities and stockholders equity
    
    $
    348,487,243
    
    
    $
    3,032,829
   4




---



##### Table of Contents



COLE CREDIT PROPERTY TRUST III, INC.
 
 CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS
 For the period fromSix Months Ended
    
    
    January 22, 2008 (DateThree Months Ended June 30,
    
    
    June 30,
    
    
    of Inception) to June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues:Rental and other income
    
    $
    2,656,853
    
    
    $
    
    
    
    $
    3,481,140
    
    
    $
    Tenant reimbursement income
    
    
    1,435
    
    
    
    
    
    
    
    3,355
    
    
    
    Total revenue
    
    
    2,658,288
    
    
    
    
    
    
    
    3,484,495
    
    
    
    Expenses:
    
    
    
    
    
    
    General and administrative
    
    
    313,408
    
    
    
    
    
    
    
    467,807
    
    
    
    Property operating expenses
    
    
    11,504
    
    
    
    
    
    
    
    20,208
    
    
    
    Property and asset management fees
    
    
    208,139
    
    
    
    
    
    
    
    281,822
    
    
    
    Acquisition related expenses
    
    
    4,289,517
    
    
    
    
    
    
    
    6,634,564
    
    
    
    Depreciation
    
    
    294,981
    
    
    
    
    
    
    
    460,302
    
    
    
    Amortization
    
    
    310,234
    
    
    
    
    
    
    
    404,138
    
    
    
    Total operating expenses
    
    
    5,427,783
    
    
    
    
    
    
    
    8,268,841
    
    
    
    Operating loss
    
    
    (2,769,495
    )
    
    
    
    
    
    
    (4,784,346
    )
    
    
    Other income (expense):Interest income
    
    
    74,378
    
    
    
    1,070
    
    
    
    94,211
    
    
    
    2,018Interest expense
    
    
    (57,559
    )
    
    
    
    
    
    
    (241,535
    )
    
    
    Total other income (expense)
    
    
    16,819
    
    
    
    1,070
    
    
    
    (147,324
    )
    
    
    2,018Net (loss) income
    
    $
    (2,752,676
    )
    
    $
    1,070
    
    
    $
    (4,931,670
    )
    
    $
    2,018Weighted average number of common
shares outstanding:Basic and diluted
    
    
    23,368,068
    
    
    
    20,000
    
    
    
    14,258,145
    
    
    
    20,000Net (loss) income per common share:Basic and diluted
    
    $
    (0.12
    )
    
    $
    0.05
    
    
    $
    (0.35
    )
    
    $
    0.10
   5




---



##### Table of Contents



COLE CREDIT PROPERTY TRUST III, INC.
 
 CONDENSED CONSOLIDATED UNAUDITED STATEMENT OF STOCKHOLDERS EQUITY
 Common Stock
    
    
    
    
    
    
    AccumulatedNumber of
    
    
    
    
    
    
    Capital in Excess in
    
    
    Distributions in
    
    
    Total StockholdersShares
    
    
    Par Value
    
    
    Par Value
    
    
    Excess of Earnings
    
    
    EquityBalance, December 31, 2008
    
    
    20,000
    
    
    $
    200
    
    
    $
    199,800
    
    
    $
    (101,148
    )
    
    $
    98,852Issuance of common stock
    
    
    35,569,338
    
    
    
    355,693
    
    
    
    355,210,263
    
    
    
    
    
    
    
    355,565,956Distributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,747,986
    )
    
    
    (4,747,986
    )Commissions on stock sales and
related dealer manager fees
    
    
    
    
    
    
    
    
    
    
    (31,794,818
    )
    
    
    
    
    
    
    (31,794,818
    )Other offering costs
    
    
    
    
    
    
    
    
    
    
    (5,312,312
    )
    
    
    
    
    
    
    (5,312,312
    )Redemptions of common stock
    
    
    (10,000
    )
    
    
    (100
    )
    
    
    (99,900
    )
    
    
    
    
    
    
    (100,000
    )Redeemable common stock
    
    
    
    
    
    
    
    
    
    
    (1,647,886
    )
    
    
    
    
    
    
    (1,647,886
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,931,670
    )
    
    
    (4,931,670
    )Balance, June 30, 2009
    
    
    35,579,338
    
    
    $
    355,793
    
    
    $
    316,555,147
    
    
    $
    (9,780,804
    )
    
    $
    307,130,136
   6




---



##### Table of Contents



COLE CREDIT PROPERTY TRUST III, INC.
 
 CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS
 For the PeriodFrom January 22,Six Months
    
    
    2008 (Date ofEnded June 30,
    
    
    Inception) to2009
    
    
    June 30, 2008Cash flows from operating activities:Net (loss) income
    
    $
    (4,931,670
    )
    
    $
    2,018Adjustments to reconcile net (loss) income to net cash
(used in) provided by operating activities:Depreciation
    
    
    460,302
    
    
    
    Amortization
    
    
    329,793
    
    
    
    Amortization of deferred financing costs
    
    
    6,592
    
    
    
    Changes in assets and liabilities:Rents and tenant receivables
    
    
    (272,380
    )
    
    
    Prepaid expenses and other assets
    
    
    10,975
    
    
    
    Accounts payable and accrued expenses
    
    
    232,930
    
    
    
    Deferred rent
    
    
    946,818
    
    
    
    Net cash (used in) provided by operating activities
    
    
    (3,216,640
    )
    
    
    2,018Cash flows from investing activities:Restricted cash
    
    
    772,869
    
    
    
    Investments in real estate and related assets
    
    
    (213,014,657
    )
    
    
    Acquired intangible lease assets
    
    
    (44,887,490
    )
    
    
    Acquired below market lease intangibles
    
    
    4,938,252
    
    
    
    Net cash used in investing activities
    
    
    (252,191,026
    )
    
    
    Cash flows from financing activities:Proceeds from issuance of common stock
    
    
    353,818,070
    
    
    
    200,000Offering costs on issuance of common stock
    
    
    (37,107,130
    )
    
    
    Redemptions of common stock
    
    
    (100,000
    )
    
    
    Distributions to investors
    
    
    (1,263,461
    )
    
    
    Proceeds from notes payable
    
    
    29,890,000
    
    
    
    Proceeds from affiliate notes payable
    
    
    41,581,000
    
    
    
    Repayment of affiliate notes payable
    
    
    (41,581,000
    )
    
    
    Escrowed investor proceeds liability
    
    
    (866,873
    )
    
    
    Payment of loan deposits
    
    
    (1,365,258
    )
    
    
    Refund of loan deposits
    
    
    765,258
    
    
    
    Deferred financing costs paid
    
    
    (663,426
    )
    
    
    Net cash provided by financing activities
    
    
    343,107,180
    
    
    
    200,000Net increase in cash and cash equivalents
    
    
    87,699,514
    
    
    
    202,018Cash and cash equivalents, beginning of period
    
    
    172,493
    
    
    
    Cash and cash equivalents, end of period
    
    $
    87,872,007
    
    
    $
    202,018Supplemental Disclosures of Non-Cash Investing and
Financing Activities:Distributions declared and unpaid
    
    $
    1,736,639
    
    
    $
    Common stock issued through distribution reinvestment plan
    
    $
    1,747,886
    
    
    $
    Supplemental Cash Flow Disclosures:Interest paid
    
    $
    241,535
    
    
    $
    
   7




---



##### Table of Contents



COLE CREDIT PROPERTY TRUST III, INC.
 
 NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
 June 30, 2009
 NOTE 1  ORGANIZATION AND BUSINESS
     NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Principles of Consolidation and Basis of Presentation
    8




---



##### Table of Contents



COLE CREDIT PROPERTY TRUST III, INC.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS  (Continued)
June 30, 2009
 Restricted Cash and Escrowed Investor Proceeds
  Redeemable Common Stock
 Presentation in Financial Statements of Redeemable Preferred
Stock
 Reportable Segments
 Disclosures about Segments of an Enterprise and Related Information,
 Investment in and Valuation of Real Estate Assets
   Building
    
    40 yearsTenant improvements
    
    Lesser of useful life or lease termIntangible lease assets
    
    Lesser of useful life or lease term
   9




---



##### Table of Contents



COLE CREDIT PROPERTY TRUST III, INC.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS  (Continued)
June 30, 2009
 Allocation of Purchase Price of Acquired Assets
      Revenue Recognition
  Rents and Tenant Receivables
   10




---



##### Table of Contents



COLE CREDIT PROPERTY TRUST III, INC.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS  (Continued)
June 30, 2009
 Concentration of Credit Risk
   NOTE 3  FAIR VALUE MEASUREMENTS
 Fair Value Measurements
 Determining Fair Value when the Volume and Level
of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions
that are not Orderly Recognition and Presentation of
Other-Than-Temporary Impairments
     Disclosures about Fair Value of Financial Instruments
  Cash and cash equivalents, restricted cash, rents and tenant receivable, prepaid expenses and
mortgage loan deposits and accounts payable and accrued expenses
  11




---



##### Table of Contents



COLE CREDIT PROPERTY TRUST III, INC.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS  (Continued)
June 30, 2009
 Notes payable
 NOTE 4  REAL ESTATE ACQUISITIONS
       NOTE 5 NOTES PAYABLE
    12




---



##### Table of Contents



COLE CREDIT PROPERTY TRUST III, INC.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS  (Continued)
June 30, 2009
 NOTE 6  COMMITMENTS AND CONTINGENCIES
 Litigation
  Environmental Matters
  NOTE 7  RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS
     13




---



##### Table of Contents



COLE CREDIT PROPERTY TRUST III, INC.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS  (Continued)
June 30, 2009
        14




---



##### Table of Contents



COLE CREDIT PROPERTY TRUST III, INC.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS  (Continued)
June 30, 2009
    NOTE 8  ECONOMIC DEPENDENCY
  NOTE 9  NEW ACCOUNTING PRONOUNCEMENTS
 Business Combinations
 Noncontrolling Interests in Consolidated
Financial Statements  an Amendment of ARB
  15




---



##### Table of Contents



COLE CREDIT PROPERTY TRUST III, INC.
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS  (Continued)
June 30, 2009
 Subsequent Events
 The FASB Accounting Standards Codification Accounting Standards
Codification
 NOTE 10  SUBSEQUENT EVENTS
  Sale of Shares of Common Stock
  Real Estate Acquisitions
   16




---



##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
  Forward-Looking Statements
    Overview
    17




---



##### Table of Contents



Recent Market Conditions
   Results of Operations
 Three months ended June 30, 2009
       18




---



##### Table of Contents



Six months ended June 30, 2009
       19




---



##### Table of Contents



Modified Funds from Operations
    Three Months Ended
    
    
    Six Months EndedJune 30, 2009
    
    
    June 30, 2009Net loss
    
    $
    (2,752,676
    )
    
    $
    (4,931,670
    )Add:Depreciation of real estate assets
    
    
    294,981
    
    
    
    460,302Amortization of lease related costs
    
    
    310,234
    
    
    
    404,138Acquisition related expenses
    
    
    4,289,517
    
    
    
    6,634,564MFFO
    
    $
    2,142,056
    
    
    $
    2,567,334
  
    
    In order to recognize revenues on a straight-line basis
over the terms of the respective leases, we recognized
additional revenue by straight-lining rental revenue of
approximately $177,000 and $181,000 during the three months
and six months ended June 30, 2009, respectively.
 Liquidity and Capital Resources
 General
    20




---



##### Table of Contents



Short-term Liquidity and Capital Resources
     Long-term Liquidity and Capital Resources
   
    
    the borrowings enabled us to purchase the properties and earn rental income more quickly;
    
    the property acquisitions were likely to increase the net offering proceeds from our
initial public offering by allowing us to show potential investors actual acquisitions,
thereby improving our ability to meet our goal of acquiring a diversified portfolio of
properties to generate current income for investors and preserve investor capital; and
    
    based on expected equity sales at the time and scheduled maturities of our short-term
variable rate debt, leverage was likely to exceed the charters guidelines only for a
limited period of time.
  21




---



##### Table of Contents



Payments due by periodLess Than 1
    
    
    
    
    
    
    
    
    
    
    More Than 5Total
    
    
    Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    YearsPrincipal payments
 fixed rate debt
    
    $
    29,890,000
    
    
    $
    
    
    
    $
    29,890,000
    
    
    $
    
    
    
    $
    Interest payments
 fixed rate debt
    
    
    7,040,373
    
    
    
    1,927,905
    
    
    
    5,112,468
    
    
    
    
    
    
    
    Total
    
    $
    36,930,373
    
    
    $
    1,927,905
    
    
    $
    35,002,468
    
    
    $
    
    
    
    $
    
 Cash Flow Analysis
 Operating Activities.
 Investing Activities.
 Financing Activities.
 Election as a REIT
   Inflation
   22




---



##### Table of Contents



Critical Accounting Policies and Estimates
  
    
    Investment in and Valuation of Real Estate Assets;
    
    Allocation of Purchase Price of Acquired Assets;
    
    Revenue Recognition; and
    
    Income Taxes.
  Commitments and Contingencies
  Related-Party Transactions and Agreements
  Subsequent Events
  
    
    Sale of shares of common stock; and
    
    Acquisition of various properties.
 New Accounting Pronouncements
   23




---



##### Table of Contents



Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
   
 Item 4T.
    
    Controls and Procedures
    24




---



##### Table of Contents



PART II
OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
  
 Item 1A.
    
    Risk Factors
  
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
   
 Item 3.
    
    Defaults Upon Senior Securities
  
 Item 4.
    
    Submission of Matters to a Vote of Security Holders
   Nominee
    
    Votes For
    
    
    Votes Withheld
    
    
    AbstentionsChristopher H. Cole
    
    
    5,964,589
    
    
    
    111,748
    
    
    
    N/AThomas A. Andruskevich
    
    
    5,957,265
    
    
    
    119,073
    
    
    
    N/AMarcus E. Bromley
    
    
    5,971,073
    
    
    
    105,264
    
    
    
    N/AScott P. Sealy
    
    
    5,968,075
    
    
    
    108,263
    
    
    
    N/ALeonard W. Wood
    
    
    5,967,825
    
    
    
    108,513
    
    
    
    N/A
  
 Item 5.
    
    Other Information
  
 Item 6.
    
    Exhibits
   25




---



##### Table of Contents



SIGNATURES
  Cole Credit Property Trust III, Inc.(Registrant)By:
    /s/ Christopher H. ColeChristopher H. ColeChief Executive Officer and PresidentBy:
    /s/ D. Kirk McAllaster, Jr.D. Kirk McAllaster, Jr.Executive Vice President and Chief Financial Officer   26




---



##### Table of Contents



EXHIBIT INDEX
  Exhibit No.
    
    Description3.1
    
    
    Third Articles of Amendment and Restatement. (Incorporated by
reference to Exhibit 3.1 to the Companys Pre-Effective
Amendment No. 3 to Form S-11 (File No. 333-149290), filed on
September 29, 2008).3.2
    
    
    Amended and Restated Bylaws. (Incorporated by reference to
Exhibit 3.2 to the Companys Pre-Effective Amendment No. 3 to
Form S-11 (File No. 333-149290), filed on May 7, 2008).4.1
    
    
    Form of Subscription Agreement and Subscription Agreement
Signature Page (Incorporated by reference to Appendix B to the
prospectus of the Company filed pursuant to Rule 424(b)(3) on
April 30, 2009).4.2
    
    
    Form of Additional Investment Subscription Agreement for
current stockholders (Incorporated by reference to Appendix C
to the prospectus of the Company filed pursuant to Rule
424(b)(3) on April 30, 2009).10.1
    
    
    First Mortgage, Security Agreement and Fixture Filing, dated
as of June 22, 2009, by and between Cole WM Albuquerque NM,
LLC and Aviva Life and Annuity Company (Incorporated by
reference to Exhibit 10.1 to the Companys Form 8-K (File No.
333-149290), filed on June 26, 2009)10.2
    
    
    Junior Mortgage, Security and Fixture Filing Agreement, dated
as of June 22, 2009, by and between Cole WM Albuquerque NM,
LLC and Aviva Life and Annuity Company (Incorporated by
reference to Exhibit 10.2 to the Companys Form 8-K (File No.
333-149290), filed on June 26, 2009)10.3
    
    
    Promissory Note, dated June 22, 2009, by and between Cole WM
Albuquerque NM, LLC and Aviva Life and Annuity Company
(Incorporated by reference to Exhibit 10.3 to the Companys
Form 8-K (File No. 333-149290), filed on June 26, 2009)10.4
    
    
    First Deed of Trust, Security Agreement and Fixture Filing,
dated as of June 22, 2009, by and between Cole MT Las Vegas
NV, LLC and Aviva Life and Annuity Company (Incorporated by
reference to Exhibit 10.4 to the Companys Form 8-K (File No.
333-149290), filed on June 26, 2009)10.5
    
    
    Promissory Note, dated June 22, 2009, by and between Cole MT
Las Vegas NV, LLC and Aviva Life and Annuity Company
(Incorporated by reference to Exhibit 10.5 to the Companys
Form 8-K (File No. 333-149290), filed on June 26, 2009)10.6
    
    
    First Mortgage, Security Agreement and Fixture Filing, dated
as of June 22, 2009, by and between Cole WG South Yale Avenue
(Tulsa) OK, LLC and Aviva Life and Annuity Company
(Incorporated by reference to Exhibit 10.6 to the Companys
Form 8-K (File No. 333-149290), filed on June 26, 2009)10.7
    
    
    Promissory Note, dated June 22, 2009, by and between Cole WG
South Yale Avenue (Tulsa) OK, LLC and Aviva Life and Annuity
Company (Incorporated by reference to Exhibit 10.7 to the
Companys Form 8-K (File No. 333-149290), filed on June 26,
2009)10.8
    
    
    First Deed of Trust, Security Agreement and Fixture
Filing, dated June 22, 2009, by and between Cole WG
Fredericksburg VA, LLC and Aviva Life and Annuity Company
(Incorporated by reference to Exhibit 10.8 to the Companys
Form 8-K (File No. 333-149290), filed on June 26, 2009)10.9
    
    
    First Deed of Trust, Security Agreement and Fixture Filing,
dated June 22, 2009, by and between Cole WG Fredericksburg VA,
LLC and Aviva Life and Annuity Company (Incorporated by
reference to Exhibit 10.8 to the Companys Form 8-K (File No.
333-149290), filed on June 26, 2009)31.1
    
    
    Certification of the Chief Executive Officer of the Company
pursuant to Securities Exchange Act Rule 13a-14(a) or
15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith).31.2
    
    
    Certification of the Chief Financial Officer of the Company
pursuant to Securities Exchange Act Rule 13a-14(a) or
15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith).32.1
    *
    
    Certification of the Chief Executive Officer and Chief
Financial Officer of the Company pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (furnished herewith).
 *
    
    In accordance with Item 601(b) (32) of Regulation S-K, this Exhibit is not deemed filed for
purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.
Such certifications will not be deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant
specifically incorporates it by reference.  27