Supporting Schedules and Exhibits to Credit Agreement




 Exhibit 10.8.1 
 ANNEX B 
 ADDRESSES FOR NOTICES 
 Wells Mid-Horizon Value-Added Fund I, LLC 
 6200 The Corners Parkway, Suite 250 
 Norcross, Georgia 30092-3365 
 Attention: Chris Daniels 
 Telephone: (770) 243-8594 
 Facsimile: (770) 243-8594 
 LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and a Lender 
 Notices of Borrowing, Conversion, Continuation and Letter of Credit Issuance 
 135 South LaSalle Street 
 Chicago, Illinois 60603 
 Attention: Kathryn Schad 
 Telephone: (312) 992-4908 
 Facsimile: (312) 992-1324 
 All Other Notices

 135 South LaSalle Street 
 Chicago, Illinois 60603 
 Attention: Kathryn Schad 
 Telephone: (312) 992-4908 
 Facsimile: (312) 992-1324 








 Schedule 9.6 
 Litigation and Contingent Liabilities 
 None. 








 Schedule 9.8 
 Subsidiaries 
 None. 








 Schedule 9.16 
 Insurance 
 Attached. 








 

 








 

 








 

 
  








 

 
  








 Schedule 9.17 
 Real Property 
 None. 








 Schedule 9.21 
 Labor Matters 
 None. 








 Schedule 11.2 
 Existing Liens 
 None. 








 Schedule 11.11 
 Investments 
 None. 








 EXHIBIT A 
 FORM OF 
 NOTE 
                 ,                

 Chicago, Illinois 
 $                     
 The undersigned, for value received, promises to pay to the order of                      (the
“Lender”) at the principal office of LaSalle Bank National Association (the “Administrative Agent”) in Chicago, Illinois the aggregate unpaid amount of all Loans made to the undersigned by the Lender pursuant to the
Credit Agreement referred to below (as shown on the schedule attached hereto (and any continuation thereof) or in the records of the Lender), such principal amount to be payable on the dates set forth in the Credit Agreement. 
 The undersigned further promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such Loan
is paid in full, payable at the rate(s) and at the time(s) set forth in the Credit Agreement. Payments of both principal and interest are to be made in lawful money of the United States of America. 
 This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Credit Agreement, dated as of
June 30, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms not otherwise defined herein are used herein as defined in the Credit Agreement), among the undersigned,
certain financial institutions (including the Lender) and the Administrative Agent, to which Credit Agreement reference is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its
due date accelerated. 
 This Note is made under and governed by the laws of the State of Illinois applicable to contracts
made and to be performed entirely within such State. 
  

			
	 WELLS MID-HORIZON VALUE-ADDED FUND I, LLC,
 a Georgia Limited liability company

		
	 By:
	 	 Wells Investment Management Company, LLC,
 Its Manager

		
	 By:
	 	  




			
	 Name:
	 	
	 Title:
	 	










 EXHIBIT B 
 FORM OF COMPLIANCE CERTIFICATE 
  

	To:	 LaSalle Bank National Association, as Administrative Agent 


 Please refer to the Credit Agreement dated as of June 30, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among
Wells Mid-Horizon Value - Added Fund I, LLC (the “Company”), various financial institutions and LaSalle Bank National Association, as Administrative Agent. Terms used but not otherwise defined herein are used herein as defined in
the Credit Agreement. 
  

								
	I.	  	         Reports. Enclosed herewith is a copy of the [annual audited/quarterly] report of the Company as at
            , 20     (the “Computation Date”), which report fairly presents in all material respects the financial condition and results
of operations of the Company as of the Computation Date and has been prepared in accordance with GAAP consistently applied.
	    
		
	II.	  	         Financial Tests. The Company hereby certifies and warrants to you that the following is a true and correct
computation as at the Computation Date of the following ratios and/or financial restrictions contained in the Credit Agreement. [Please attach all relevant calculations as schedule(s) to this certificate.]
	    
	 	 	 	 
	A.	  	 Section
 11.14.1
	  	Maximum Leverage Ratio (on and after the Financial Covenant Start Date)	  		 
	 	 	 	 
	 	  	(1)	  	Total Debt of the Company and its Subsidiaries as of the last day of such Fiscal Quarter	  	$                    	   
	 	 	 	 
	 	  	(2)	  	As of the last day of such Fiscal Quarter, for each Non-Stabilized Property, the most current “as is” Appraised Value for each such Non-Stabilized Property	  		 
	 	 	 	 
	 	  		  	(a) [Description of Non-Stabilized Property]	  	$                    	   
	 	  	 	  	(b) [Description of Non-Stabilized Property]	  	$                    
	   
	 	  	 	  	(c) [Continue to list Non Stabilized Properties, as applicable]	  	$                    
	   
	 	 	 	 
	 	  	(3)	  	Sum of (2)(a) through (2)(  )	  	$                    	   
	 	 	 	 
	 	  	(4)	  	As of the last day of such Fiscal Quarter, for each Stabilized Property, the lesser of (1) the “stabilized” Appraised Value for such Stabilized Property and (2) the Mortgageability
Amount for such Stabilized Property divided by 0.75%	  		 
	 	 	 	 
	 	  		  	(a) [Description of Stabilized Property]	  	$                    	   
	 	  	 	  	(b) [Description of Stabilized Property]	  	$                    
	   
	 	  	 	  	(c) [Continue to list Stabilized Properties, as applicable]	  	$                    
	   
	 	 	 	 
	 	  	(5)	  	Sum of 4(a) through (4)(  )	  	$                    	   
	 	 	 	 
	 	  	(6)	  	Sum of (3) and (5) – Borrowing Base Asset Value	  	$                    
	   










								
	 	 	 	 
	 	  	 (7)
	  	Corporate Asset Value	  	$                    	  
	 	 	 	 
	 	  	 (8)
	  	Sum of (6) and (7)	  	$                    	  
	 	 	 	 
	 	  	 (9)
	  	Ratio of (1) to (8) (expressed as a percentage)	  	                	% 
	 	 	 	 
	 	  	 (10)
	  	Maximum allowed percentage	  	70.000	% 
	 	 	 	 
	 B.
	  	 Section
 11.14.2
	  	Minimum Net Operating Income to Interest Expense Ratio (on and after the Financial Covenant Start Date)	  	 	 
	 	 	 	 
	 	  	 (1)
	  	Net Operating Income for the Company and its Subsidiaries for such Fiscal Quarter	  	$                    	  
	 	 	 	 
	 	  	 (2)
	  	Aggregate amount of all interest, charges and similar expenses paid by the Company and its Subsidiaries to a lender
(Including a Lender under the Credit Agreement) during such Fiscal Quarter in connection with borrowed money or the deferred purchase price of assets that are treated as Interest in accordance with GAAP	  	$                    	  
	 	 	 	 
	 	  	 (3)
	  	Ratio of (1) to (2)	  	         to 1.00	  
	 	 	 	 
	 	  	 (4)
	  	Minimum required ratio (for the period beginning on the Financial Covenant Start Date and ending on the twenty-four
month anniversary thereof)	  	1.35 to 1.00	  
	 	 	 	 
	 	  	 (5)
	  	Minimum required ratio (thereafter)	  	1.50 to 1.00	  
	 	 	 	 
	 C.
	  	 Section
 11.14.3
	  	Minimum Fixed Charge Coverage Ratio (on and after the Financial Covenant Start Date)	  	 	 
	 	 	 	 
	 	  	 (1)
	  	Net Operating Income for the Company and its Subsidiaries for such Fiscal Quarter	  	$                    	  
	 	 	 	 
	 	  	 (2)
	  	Aggregate amount of all interest, charges and similar expenses paid by the Company and its Subsidiaries to a lender
(Including a Lender under the Credit Agreement) during such Fiscal Quarter in connection with borrowed money or the deferred purchase price of assets that are treated as interest in accordance with GAAP	  	$                    	  
	 	 	 	 
	 	  	 (3)
	  	Aggregate amount of current maturities of that portion of Debt constituting principal during such Fiscal
Quarter	  	$                    	  
	 	 	 	 
	 	  	 (4)
	  	Amount of all cash distributors made by the Company to the holders of its Capital Securities during such Fiscal Quarter
	  	$                    	  










								
	 	 	 	 
	 	  	 (5)
	  	Sum of (2), (3) and (4)	  	$                    	  
	 	 	 	 
	 	  	 (6)
	  	Ratio of (1) to (5)	  	         to 1.00	  
	 	 	 	 
	 	  	 (7)
	  	Minimum required ratio (for the period beginning on the Financial Covenant Start Date and ending on the twenty-four
month anniversary thereof)	  	1.15 to 1.00	  
	 	 	 	 
	 	  	 (8)
	  	Minimum required ratio (thereafter)	  	1.30 to 1.00	  
	 	 	 	 
	 D.
	  	 Section 11.14.4
	  	Maximum Variable Rate Debt to Total Asset Value Ratio (on and after the Financial Covenant Start Date)	  	 	 
	 	 	 	 
	 	  	 (1)
	  	Total Debt for the Company and its Subsidiaries during such Fiscal Quarter which accrues interest at a variable (and
not a fixed) rate of interest	  	$                    	  
	 	 	 	 
	 	  	 (2)
	  	The aggregate value, as determined in accordance with GAAP, of the Company’s and its Subsidiaries’ assets
(including, without limitation, all Real Property Assets and all assets included in the calculation of Corporate Asset Value)	  	$                    	  
	 	 	 	 
	 	  	 (3)
	  	Ratio of (1) to (2) (expressed as a percentage)	  	                	% 
	 	 	 	 
	 	  	 (4)
	  	Maximum allowed percentage	  	30.000	% 
	 	 	 	 
	 E.
	  	 Section 11.14.5
	  	Limitation on Investments (on and after the Financial Covenant Start Date)	  	 	 
	 	 	 	 
	 	  	 (1)
	  	Corporate Asset Value	  	$                    	  
	 	 	 	 
	 	  	 (2)
	  	The aggregate amount of the Company’s and its Subsidiaries Investments in:	  	 	 
	 	 	 	 
	 	  	 	  	(a) unimproved real property or real property that does not constitute a Real Property Asset	  	$                    	  
	 	 	 	 
	 	  	 	  	(b) joint ventures not constituting Subsidiaries formed to engage in real estate activities permitted
hereunder	  	$                    	  
	 	 	 	 
	 	  	 	  	(c) real estate development projects	  	$                    	  
	 	 	 	 
	 	  	 	  	(d) any other asset than a Real Property Asset not described in items (a), (b) or (c) above	  	$                    	  
	 	 	 	 
	 	  	 (3)
	  	Sum of (2)(a) through (2)(d)	  	$                    	  
	 	 	 	 
	 	  	 (4)
	  	Ratio of (3) to (1) (expressed as a percentage)	  	                	% 










								
	 	 	 	 
	 	  	 (5)
	  	Maximum allowed percentage	  	30.000	% 
	 	 	 	 
	 	  	 (6)
	  	Ratio of (2)(a) to (1) (expressed as a percentage)	  	                	% 
	 	 	 	 
	 	  	 (7)
	  	Maximum allowed percentage	  	10.000	% 
	 	 	 	 
	 	  	 (8)
	  	Ratio of (2)(b) to (1) (expressed as a percentage)	  	                	% 
	 	 	 	 
	 	  	 (9)
	  	Maximum allowed percentage	  	15.000	% 
	 	 	 	 
	 	  	 (10)
	  	Ratio of (2)(c) to (1) (expressed as a percentage)	  	                	% 
	 	 	 	 
	 	  	 (11)
	  	Maximum allowed percentage	  	15.000	% 
	 	 	 	 
	 	  	 (12)
	  	Ratio of (2)(d) to (1) (expressed as a percentage)	  	                	% 
	 	 	 	 
	 	  	 (13)
	  	Maximum allowed percentage	  	5.000	% 
		
	III.	  	 The Company hereby certifies and warrants to you that the following is a true and correct computation as at the Computation Date of the following Borrowing Base
Requirements contained in the Credit Agreement. [Please attach all relevant calculations as schedule(s) to this certificate.]
	    
	 	 	 	 
	 A.
	  	 	  	 	  	 	 
	 	  	(1)	  	Net Operating Income for the Borrowing Base Properties	  	$                    	  
	 	 	 	 
	 	  	(2)	  	Implied Debt Service	  	$                    	  
	 	 	 	 
	 	  	(3)	  	Ratio of (1) to (2)	  	         to 1.00	  
	 	 	 	 
	 	  	(4)	  	Minimum required ratio (for the period beginning on the Financial Covenant Start Date and ending on the twenty four
month anniversary thereof)	  	1.15 to 1.00	  
	 	 	 	 
	 	  	(5)	  	Minimum required ratio (thereafter)	  	1.25 to 1.00	  
	 	 	 	 
	 B.
	  	 	  	 	  	 	 
	 	  	(1)	  	Aggregate amount of Net Operation Income for Non-Stabilized Properties	  	$                    	  
	 	 	 	 
	 	  	(2)	  	For the period beginning twelve months after the Financial Covenant Start Date and ending on the twenty four month
anniversary of the Financial Covenant Start Date, does (1) exceed 50% of Net Operating Income for all Borrowing Base Properties?	  	Yes/No	  










								
	 	 	 	 
	 	  	(3)	  	Thereafter, does (1) exceed 25% of Net Operating Income for all Borrowing Base Properties?	  	Yes/No	  
	 	 	 	 
	C.	  	 	  	 	  	 	 
	 	  	(1)	  	Net Operating Income for the space within those Borrowing Base Properties rented or leased by Dark Tenants	  	$                    	  
	 	 	 	 
	 	  	(2)	  	For the period beginning on the Financial Covenant Start Date and ending on the nine month anniversary thereof, does
(1) exceed 50% of Net Operating Income for all Borrowing Base Properties?	  	Yes/No	  
	 	 	 	 
	 	  	(3)	  	Thereafter, does (1) exceed 25% of Net Operating Income for all Borrowing Base Properties?	  	Yes/No	  
	 	 	 	 
	 	  	(4)	  	Net Operating Income for the space within those Borrowing Base Properties leased or rented by Non-Investment Grade Dark
Tenants	  	$                    	  
	 	 	 	 
	 	  	(5)	  	Does (4) exceed 50% of the aggregate Net Operating Income for all the space within those Borrowing Base Properties
leased or rented by Dark Tenants?	  	Yes/No	  
	 	 	 	 
	D.	  	 	  	 	  	 	 
	 	  	(1)	  	Aggregate principal amount of the Obligations	  	$                    	  
	 	 	 	 
	 	  	(2)	  	Borrowing Base Asset Value [from II.A(6) above]	  	$                    	  
	 	 	 	 
	 	  	(3)	  	Ratio of (1) to (2) (expressed as a percentage)	  	                	% 
	 	 	 	 
	 	  	(4)	  	Maximum allowed percentage	  	70.000	% 
	 	 	 	 
	E.	  	 	  	 	  	 	 
	 	  	(1)	  	Is at least 50% of each Borrowing Base Property subject to rental or lease arrangements with tenants or
lessees?	  	Yes/No	  
	 	 	 	 
	F.	  	 	  	 	  		 
	 	  	(1)	  	For the period beginning on the Financial Covenant Start Date and ending on the twelve
month anniversary thereof, are at least 65% of the Borrowing Base Properties, taken as a whole, subject to rental or lease arrangements with tenants or lessees?	  	Yes/No	  
	 	 	 	 
	 	  	(2)	  	Thereafter, are at least 75% of the Borrowing Base Properties, taken as a whole, subject to rental or lease
arrangements with tenants or lessees?	  	Yes/No	  










								
	G.	  	 	  	 	  	 	 
	 	  	(1)	  	Aggregate principal amount of the Obligations	  	$                    	   
	 	 	 	 
	 	  	(2)	  	On or after the Financial Covenant Start Date, with respect to all Non-Stabilized Properties, does (1) exceed 75% of
the most current “as-is” Appraised Value for each such Non-Stabilized Property as it appears in the most recent appraisal approved by the Administrative Agent for such Non-Stabilized Property?	  	Yes/No	  
	 	 	 	 
	 	  	(3)	  	On or after the Financial Covenant Start Date, with respect to all Stabilized Properties, does (1) exceed the lesser of (x) 75% of the most current
“stabilized” Appraised Value for each such Stabilized Property as it appears in the most recent appraisal approved by the Administrative Agent for such Stabilized Property and (y) the Mortgageability Amount for such Stabilized Property?
	  	Yes/No	  
	 	 	 	 
	H.	  	 	  	 	  	 	 
	 	  	(1)	  	On or after the Financial Covenant Start Date, does each Real Property Asset constituting Collateral quality as a
Borrowing Base Asset?	  	Yes/No	  
		
	IV.	  	 The Company hereby certifies and warrants to you that the following is a true and correct computation as at the Computation Date of the following Company
Portfolio Requirements contained in the Credit Agreement. [Please attach all relevant calculations as schedule(s) to this certificate.]
	    
	 	 	 	 
	A.	  	 	  	 	  	 	 
	 	  	(1)	  	For the period beginning on the Financial Covenant Start Date, and ending on the twelve month anniversary thereof, are at least 65% of the Real Property
Assets taken as a whole subject to rental or lease arrangements with tenants or lessees, with occupancy being determined on a weighted average basis for all of the Borrowing Base Properties?	  	Yes/No	  
	 	 	 	 
	 	  	(2)	  	Thereafter, are at least 75% of the Real Property Assets taken as a whole subject to rental or lease arrangements with
tenants or lessees, with occupancy being determined on a weighted average basis for all of the Borrowing Base Properties?	  	Yes/No	  
	 	 	 	 
	B.	  	 	  	 	  		 
	 	  	(1)	  	From and after the eighteenth month after the Financial Covenant Start Date, does more
than 20% of Net Operating Income arise from any single Real Property Asset?	  	Yes/No	  
	 	 	 	 
	 	  	(2)	  	From and after the eighteenth month after the Financial	  	 	 










								
	 	 	 	 
	 	  	 	  	Covenant Start Date, does more than 40% of Net Operating Income shall arise from any one multiple statistical area (as
each such area shall be identified by the Company and approved by the Administrative Agent)?	  	Yes/No	  
	 	 	 	 
	 	  	(3)	  	From and after the eighteenth month after the Financial Covenant Start Date, does more than 20% of Net Operating Income
shall arise from any single tenant or lessor (as determined based upon all of the space rented or leased by such tenant or lessor)?	  	Yes/No	  
		
	V.	  	The Company hereby certifies and warrants to you that the following is a true and correct computation as at the Computation Date of the following in connection with the
Guarantors’ obligations under the Guaranty and Collateral Agreement [Please attach all relevant calculations (including all EBITDA components) as schedule(s) to this certificate.]	    
	 	 	 	 
	 	  	 (1)
	  	 EBITDA
	  	$                    	   
	 	 	 	 
	 	  	 (2)
	  	Aggregate amount of net proceeds since the Closing Date resulting from the Company’s sale, transfer, or assignment
of its Capital Securities	  	$                    	   
	 	 	 	 
	 	  	 (3)
	  	Sum of (1) and (2)	  	$                    	   
	 	 	 	 
	 	  	 (4)
	  	Is the amount in (3) less than $30,000,000?	  	Yes/No	  
	 	 	 	 
	 	  	 (5)
	  	Is the amount in (3) less than $20,000,000?	  	Yes/No	  
	 	 	 	 
	 	  	 (6)
	  	If the Company has answered “Yes” to either Item (4) or item (5), the Guarantors are required to remain
subject to the Guaranty and Collateral Agreement. See such agreement for such guaranty requirement.	  	 	 

 The Company further certifies to you that no Event of Default or Unmatured Event
of Default has occurred and is continuing. 
 The Company has caused this Certificate to be executed and delivered by its
duly authorized officer on             , 20    . 
  

			
	WELLS MID-HORIZON VALUE-ADDED FUND I, LLC,
	a Georgia limited liability company
		
	By:	 	Wells Investment Management Company, LLC.
		 	Its Manager
		
	By:	 	  

	Name:	 	
	Title:	 	










 EXHIBIT C 
 FORM OF 
 ASSIGNMENT AGREEMENT 
 Date:                      
  

	To:	 Wells Mid-Horizon Value - Added Fund I, LLC 


 and 
 LaSalle Bank National Association, as Administrative Agent 
  

	Re:	 Assignment under the Credit Agreement referred to below 


 Gentlemen and Ladies: 
 Please refer to Section 15.6.1 of the Credit Agreement dated as
of June 30, 2006 (as amended or otherwise modified from time to time, the “Credit Agreement”) among Wells Mid-Horizon Value – Added Fund I, LLC (the “Company”), various financial Institutions and LaSalle
Bank National Association, as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Credit
Agreement. 
                      (the “Assignor”) hereby sells and assigns, without recourse, to
                     (the “Assignee”), and the Assignee hereby purchases and assumes from the Assignor, that interest in and
to the Assignor’s rights and obligations under the Credit Agreement as of the date hereof equal to     % of all of the Loans, of the participation interests in the Letters of Credit and of the Commitments, such sale,
purchase, assignment and assumption to be effective as of             ,          or such later date on which the Company and the
Administrative Agent shall have consented hereto (the “Effective Date”). After giving effect to such sale, purchase, assignment and assumption, the Assignee’s and the Assignor’s respective Percentages for purposes of the
Credit Agreement will be as set forth opposite their names on the signature pages hereof. 
 The Assignor hereby instructs
the Administrative Agent to make all payments from and after the Effective Date in respect of the interest assigned hereby directly to the Assignee. The Assignor and the Assignee agree that all interest and fees accrued up to, but not including, the
Effective Date are the property of the Assignor, and not the Assignee. The Assignee agrees that, upon receipt of any such interest or fees, the Assignee will promptly remit the same to the Assignor. 
 The Assignor represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that
such interest is free and clear of any adverse claim. 
 The Assignee represents and warrants to the Company and the
Administrative Agent that, as of the date hereof, the Company will not be obligated to pay any greater amount under Section 7.6 or 8 of the Credit Agreement than the Company is obligated to pay to the Assignor under such Section. [The Assignee
has delivered, or is delivering concurrently herewith, to the Company and the Administrative Agent the forms required by Section 7.6 of the Credit Agreement.] [INSERT IF ASSIGNEE IS ORGANIZED UNDER THE LAWS OF A JURISDICTION OTHER THAN THE
UNITED STATES OF AMERICA OR A STATE THEREOF.] The [Assignee/Assignor] [Company] shall pay the fee payable to the Administrative Agent pursuant to Section 15.6.1. 








 The Assignee hereby confirms that it has received a copy of the Credit Agreement. Except
as otherwise provided in the Credit Agreement, effective as of the Effective Date: 
  

	 	(a)	 the Assignee (i) shall be deemed automatically to have become a party to the Credit Agreement and to have all the rights and obligations of a
“Lender” under the Credit Agreement as if it were an original signatory thereto to the extent specified in the second paragraph hereof; and (ii) agrees to be bound by the terms and conditions set forth in the Credit Agreement as if it
were an original signatory thereto; and 


  

	 	(b)	 the Assignor shall be released from its obligations under the Credit Agreement to the extent specified in the second paragraph hereof.



 The Assignee hereby advises each of you of the following administrative details with respect to the
assigned Loans and Commitment: 
  

	 	(A)	 Institution Name: 


 Address: 
 Attention: 
 Telephone: 
 Facsimile: 
  

	 	(B)	 Payment Instructions: 


 This Assignment shall be governed by and construed in accordance with the laws of the State of Illinois 
 Please
evidence your receipt hereof and your consent to the sale, assignment, purchase and assumption set forth herein by signing and returning counterparts hereof to the Assignor and the Assignee. 
  

									
	 Percentage =     %
	 		 	 [ASSIGNEE]

				
		 		 	 By:
	 	  

		 		 	 Title:
	 	  

			
	 Adjusted Percentage =     %
	 		 	 [ASSIGNOR]

				
		 		 	 By:
	 	  

		 		 	 Title:
	 	  


 ACKNOWLEDGED AND CONSENTED TO 
 this      day of             ,          
  

			
	 LASALLE BANK NATIONAL ASSOCIATION,
 as
Administrative Agent

		
	By:	 	  

	Title:	 	  










 ACKNOWLEDGED AND CONSENTED TO 
 this      day of             , 
  

			
	 WELLS MID-HORIZON VALUE-ADDED FUND I, LLC,
 a Georgia limited liability company

		
	By:	 	 Wells Investment Management Company, LLC,
 Its Manager

		
	By:	 	  

	Name:	 	
	Title:	 	









 EXHIBIT D 
 FORM OF NOTICE OF BORROWING 
 To:                LaSalle Bank National Association, as Administrative Agent 
 Please refer to the Credit Agreement dated as of June 30, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Wells
Mid-Horizon Value - Added Fund I, LLC (the “Company”), various financial institutions and LaSalle Bank National Association, as Administrative Agent. Terms used but not otherwise defined herein are used herein as defined in the
Credit Agreement. 
 The undersigned hereby gives irrevocable notice, pursuant to Section 2.2.2 of the credit
Agreement, of a request hereby for a borrowing as follows: 
 (i) The requested borrowing date for the proposed borrowing
(which is a Business Day) is             ,         . 
 (ii) The aggregate amount of the proposed borrowing is $                 . 
 (iii) The type of Revolving Loans comprising the proposed borrowing are [Base Rate] [LIBOR] Loans. 
 (iv) The duration of the Interest Period for each LIBOR Loan made as part of the proposed borrowing, if applicable, is
                     months (which shall be 1,2,3 or 6 months). 
 The undersigned hereby certifies that on the date hereof and on the date of borrowing set forth above, and immediately after giving effect to the borrowing requested hereby: (i) there exists
and there shall exist no Unmatured Event of Default or Event of Default under the Credit Agreement; (ii) the Borrowing Base Requirements have been satisfied and will remain satisfied after giving effect to the Loan described herein, and the
Borrowing Base Property Conditions have been satisfied with respect to any Real Property Asset added to the Collateral contemporaneously with such Loan, and (iii) each of the representations and warranties contained in the Credit Agreement and
the other Loan Documents is true and correct as of the date hereof, except to the extent that such representation or warranty expressly relates to another date and except for changes therein expressly permitted or expressly contemplated by the
Credit Agreement. 
 The Company has caused this Notice of Borrowing to be executed and delivered by its officer thereunto
duly authorized on             ,         . 
  

			
	 WELLS MID-HORIZON VALUE-ADDED FUND I, LLC,
 a Georgia limited liability company

		
	By:	 	 Wells Investment Management Company, LLC,
 Its Manager

		
	By:	 	  

	Name:	 	
	Title:	 	










 EXHIBIT E 
 FORM OF NOTICE OF CONVERSION/CONTINUATION 
 To:                LaSalle Bank National Association, as Administrative Agent 
 Please refer to the Credit Agreement dated as of June 30, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Wells
Mid-Horizon Value - Added Fund I, LLC (the “Company”), various financial institutions and LaSalle Bank National Association, as Administrative Agent. Terms used but not otherwise defined herein are used herein as defined in the
Credit Agreement. 
 The undersigned hereby gives irrevocable notice, pursuant to Section 2.2.3 of the Credit
Agreement, of its request to: 
 (a) on [ date ] convert
$[                ] of the aggregate outstanding principal amount of the
[                ] Loan, bearing interest at the [                ] Rate,
into a(n) [                ] Loan [and, in the case of a LIBOR Loan, having an Interest Period of [    ] month(s)]; 
 [(b) on [ date ] continue $[                ] of
the aggregate outstanding principal amount of the [                ] Loan, bearing interest at the LIBOR Rate, as a LIBOR Loan having an Interest Period of
[    ] month(s)] . 
 The undersigned hereby represents and warrants that all of the conditions
contained in Section 12.2 of the Credit Agreement have been satisfied on and as of the date hereof, and will continue to be satisfied on and as of the date of the conversion/continuation requested hereby, before and after giving effect
thereto. 
 The Company has caused this Notice of Conversion/Continuation to be executed and delivered by its officer
thereunto duly authorized on             ,         . 
  

			
	 WELLS MID-HORIZON VALUE-ADDED FUND I, LLC,
 a Georgia limited liability company

		
	By:	 	 Wells Investment Management Company, LLC,
 Its Manager

		
	 By:
	 	  

	 Name:
	 	
	 Title: