EX-10.2






OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,

SECURITY AGREEMENT AND

FIXTURE FILING

by

G&E HC REIT II ST. VINCENT CLEVELAND MOB, LLC,

a Delaware limited liability company,

as Mortgagor,




to and in favor of

Bank of America, N.A.,

a national banking association,

as Administrative Agent

This document serves as a Fixture Filing under the Ohio Uniform Commercial Code, Chapter 1309, et

seq.




Mortgagor’s Organizational Identification Number is 4835622.






1






OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,

SECURITY AGREEMENT AND FIXTURE FILING

(Maximum Principal Amount of Debt — $50,000,000.00)




This Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing
(this “Mortgage”), is made as of the 15th day of September, 2010, by G&E HC REIT
II ST. VINCENT CLEVELAND MOB, LLC, a Delaware limited liability company (“Mortgagor”),
whose address is c/o Grubb & Ellis Equity Advisors, LLC, 1551 North Tustin Avenue, Suite 300, Santa
Ana, California 92705, to BANK OF AMERICA, N.A., a national banking association, as administrative
agent (“Administrative Agent”) under a Credit Agreement of even date among Borrower (as
defined below), Bank of America, N.A., and the other lending institutions which become parties to
the Credit Agreement (Bank of America, N.A. and the other lending institutions which become parties
to the Credit Agreement are collectively referred to as “Lenders” and individually as
"Lender”).



Recitals




Mortgagor has requested that Administrative Agent and Lenders make the Loan (as hereinafter
defined) to Mortgagor and Grubb & Ellis Healthcare REIT II Holdings, LP, a Delaware limited
partnership (together with each other party which becomes a borrower under the Credit Agreement,
each of whom with Mortgagor are referred to herein individually and collectively as
"Borrower”). As a condition precedent to making the Loan, Administrative Agent has
required that Mortgagor execute and deliver this Open-End Mortgage, Assignment of Leases and Rents,
Security Agreement and Fixture Filing to Administrative Agent.



Grants and Agreements




Now, therefore, in order to induce Administrative Agent and Lenders to make the Loan to
Borrower, Mortgagor agrees as follows:



Article I

Definitions.




As used in this Mortgage, the terms defined in the Preamble hereto shall have the respective
meanings specified therein, and the following additional terms shall have the meanings specified:



"Accessories” means all fixtures, equipment, systems, machinery, furniture,
furnishings, appliances, inventory, goods, building and construction materials, supplies and other
articles of personal property, of every kind and character, tangible and intangible (including
software embedded therein), now owned or hereafter acquired by Mortgagor, which are now or
hereafter attached to or situated in, on or about the Land or Improvements, or used in or necessary
to the complete and proper planning, development, use, occupancy or operation thereof, or acquired
(whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or
Improvements, and all Additions to the foregoing, all of which are hereby declared to be permanent
accessions to the Land.



"Accounts” means all accounts of Mortgagor within the meaning of the Uniform
Commercial Code of the State, derived from or arising out of the use, occupancy or enjoyment of the
Property or for services rendered therein or thereon.



"Additions” means any and all alterations, additions, accessions and improvements to
property, substitutions therefor, and renewals and replacements thereof.



"Beneficiary” means Administrative Agent, on behalf of itself and certain other
Lenders, and its successors and assigns.



"Claim” means any liability, suit, action, claim, demand, loss, expense, penalty,
fine, judgment or other cost of any kind or nature whatsoever, including fees, costs and expenses
of attorneys, consultants, contractors and experts.



"Condemnation” means any taking of title to, use of, or any other interest in the
Property under the exercise of the power of condemnation or eminent domain, whether temporarily or
permanently, by any Governmental Authority or by any other Person acting under or for the benefit
of a Governmental Authority.



"Condemnation Awards” means any and all judgments, awards of damages (including
severance and consequential damages), payments, proceeds, settlements, amounts paid for a taking in
lieu of Condemnation, or other compensation heretofore or hereafter made, including interest
thereon, and the right to receive the same, as a result of, or in connection with, any Condemnation
or threatened Condemnation.



"Contract of Sale” means any contract for the sale of all or any part of the Property
or any interest therein, whether now in existence or hereafter executed.



"Credit Agreement” means the Credit Agreement of even date herewith among Borrower,
Administrative Agent and Lenders which sets forth, among other things, the terms and conditions
upon which the proceeds of the Loan will be disbursed, as the same may from time to time be
extended, amended, restated, supplemented or otherwise modified.



"Default” means an event or circumstance which, with the giving of Notice or lapse of
time, or both, would constitute an Event of Default under the provisions of this Mortgage.



"Design and Construction Documents” means, collectively, (a) all contracts for
services to be rendered, work to be performed or materials to be supplied in the development of the
Land or the construction or repair of Improvements, including all agreements with architects,
engineers or contractors for such services, work or materials; (b) all plans, drawings and
specifications for the development of the Land or the construction or repair of Improvements; (c)
all permits, licenses, variances and other rights or approvals issued by or obtained from any
Governmental Authority or other Person in connection with the development of the Land or the
construction or repair of Improvements; and (d) all amendments of or supplements to any of the
foregoing.



"Encumbrance” means any Lien, easement, right of way, roadway (public or private),
condition, covenant or restriction, Lease or other matter of any nature that would affect title to
the Property.



"Environmental Agreement” means the Environmental Indemnity Agreement of even date
herewith by and among Borrower, Guarantor and Administrative Agent pertaining to the Property, as
the same may from time to time be extended, amended, restated or otherwise modified.



"Event of Default” means an event or circumstance specified in Article VI and
the continuance of such event or circumstance beyond the applicable grace and/or cure periods
therefor, if any, set forth in Article VI.



"Expenses” means all fees, charges, costs and expenses of any nature whatsoever
incurred at any time and from time to time (whether before or after an Event of Default) by
Beneficiary in making, funding, administering or modifying the Loan, in negotiating or entering
into any “workout” of the Loan, or in exercising or enforcing any rights, powers and remedies
provided in this Mortgage or any of the other Loan Documents, including reasonable attorneys’ fees,
court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and
operation of, or taking possession of, or selling, the Property.



"Governmental Authority” means any governmental or quasi-governmental entity,
including any court, department, commission, board, bureau, agency, administration, service,
district or other instrumentality of any governmental entity.



"Guarantor” means Grubb & Ellis Healthcare REIT II, Inc., a Maryland corporation, and
its personal representatives, successors and assigns.



"Guaranty” means the Guaranty Agreement of even date herewith executed by Guarantor to
Administrative Agent for the benefit of Lenders, as the same may from time to time be extended,
amended, restated, supplemented or otherwise modified.



"Improvements” means all buildings, structures and other improvements now or hereafter
existing, erected or placed on the Land, together with any on-site improvements and off-site
improvements in any way used or to be used in connection with the use, enjoyment, occupancy or
operation of the Land.



"Insurance Proceeds” means the insurance claims under and the proceeds of any and all
policies of insurance covering the Property or any part thereof, including all returned and
unearned premiums with respect to any insurance relating to such Property, in each case whether now
or hereafter existing or arising.



"Land” means the real property described in Exhibit A attached hereto and made
a part hereof.



"Laws” means all federal, state and local laws, statutes, rules, ordinances,
regulations, codes, licenses, authorizations, decisions, injunctions, interpretations, orders or
decrees of any court or other Governmental Authority having jurisdiction as may be in effect from
time to time.



"Leases” means all leases, license agreements and other occupancy or use agreements
(whether oral or written), now or hereafter existing, which cover or relate to the Property or any
part thereof, together with all options therefor, amendments thereto and renewals, modifications
and guaranties thereof, including any cash or security deposited under the Leases to secure
performance by the tenants of their obligations under the Leases, whether such cash or security is
to be held until the expiration of the terms of the Leases or applied to one or more of the
installments of rent coming due thereunder. All Leases shall be in compliance with terms and
provisions of the Credit Agreement.



"Letter of Credit” means any letter of credit for the account of Mortgagor or its
nominee in connection with the development of the Land or the construction of the Improvements,
together with any and all extensions, renewals or modifications thereof, substitutions therefor or
replacements thereof.



"Lien” means any mortgage, deed of trust, pledge, security interest, assignment,
judgment, lien or charge of any kind, including any conditional sale or other title retention
agreement, any lease in the nature thereof, and the filing of, or agreement to give, any financing
statement under the Uniform Commercial Code of any jurisdiction.



"Loan” means the loan from any Lender to Borrower, the repayment obligations in
connection with which are evidenced by the Note and the Credit Agreement.



"Loan Documents” means this Mortgage, each Note, the Guaranty, the Environmental
Agreement, the Credit Agreement, any Swap Contract, any application or reimbursement agreement
executed in connection with any Letter of Credit, and any and all other documents which Mortgagor,
Borrower, Guarantor or any other party or parties have executed and delivered, or may hereafter
execute and deliver, to evidence, secure or guarantee the Obligations, or any part thereof, as the
same may from time to time be extended, amended, restated, supplemented or otherwise modified.



"Mortgage” means this Open-End Mortgage, Assignment of Leases and Rents, Security
Agreement and Fixture Filing, as the same may from time to time be extended, amended, restated,
supplemented or otherwise modified.



"Note” means, singly or collectively, those certain Promissory Notes, each dated of
even date herewith made by Borrower and payable, respectively, to the order of each Lender in the
principal face amount of that Lender’s Commitment, such Promissory Notes being in the aggregate
original principal amount of Twenty Five Million and No/100 Dollars ($25,000,000.00), bearing
interest as provided in the Credit Agreement, as the same may from time to time be extended,
amended, restated, supplemented or otherwise modified.



"Notice” means a notice, request, consent, demand or other communication given in
accordance with the provisions of this Mortgage.



"Obligations” means all present and future debts, liabilities, obligations, covenants
and duties of Borrower to Beneficiary and Lenders arising pursuant to, and/or on account of, the
provisions of this Mortgage, the Note, the Credit Agreement or any of the other Loan Documents,
including the obligations: (a) to pay all principal, interest, late charges, prepayment premiums
(if any) and other amounts due at any time under the Note; (b) to pay all Expenses, indemnification
payments, fees and other amounts due at any time under this Mortgage or any of the other Loan
Documents, together with interest thereon as herein or therein provided; (c) to pay and perform all
obligations of Borrower under any Swap Contract; (d) to perform, observe and comply with all of the
other terms, covenants and conditions, expressed or implied, which Mortgagor and/or Borrower are
required to perform, observe or comply with pursuant to this Mortgage or any of the other Loan
Documents; and (e) to pay and perform all future advances and other obligations that Mortgagor or
any successor in ownership of all or part of the Property may agree to pay and/or perform (whether
as principal, surety or guarantor) for the benefit of Beneficiary, when a writing evidences the
parties’ agreement that the advance or obligation be secured by this Mortgage.



"Permitted Encumbrances” means (a) any matters set forth in any policy of title
insurance issued to Beneficiary and insuring Lenders’ interest in the Property which are acceptable
to Beneficiary as of the date hereof, (b) the Liens and interests of this Mortgage, and (c) any
other Encumbrance that Beneficiary shall expressly approve in its sole and absolute discretion, as
evidenced by a “marked-up” commitment for title insurance initialed on behalf of Beneficiary or by
a subsequent endorsement to any title insurance policy issued to Beneficiary and insuring
Administrative Agent’s and Lenders’ interest in the Property.



"Person” means an individual, a corporation, a partnership, a joint venture, a limited
liability company, a trust, an unincorporated association, any Governmental Authority or any other
entity.



"Personalty” means all personal property of any kind or nature whatsoever, whether
tangible or intangible and whether now owned or hereafter acquired, in which Mortgagor (or any
Borrower) now has or hereafter acquires an interest and which is used in the construction of, or is
placed upon, or is derived from or used in connection with the maintenance, use, occupancy or
enjoyment of, the Property, including (a) the Accessories; (b) the Accounts; (c) all franchise,
license, management or other agreements with respect to the operation of the Real Property or the
business conducted therein (provided all of such agreements shall be subordinate to this Mortgage,
and Beneficiary shall have no responsibility for the performance of Mortgagor’s obligations
thereunder) and all general intangibles (including payment intangibles, trademarks, trade names,
goodwill, software and symbols) related to the Real Property or the operation thereof; (d) all
sewer and water taps, appurtenant water stock or water rights, allocations and agreements for
utilities, bonds, letters of credit, permits, certificates, licenses, guaranties, warranties,
causes of action, judgments, Claims, profits, security deposits, utility deposits, and all rebates
or refunds of fees, Taxes, assessments, charges or deposits paid to any Governmental Authority
related to the Real Property or the operation thereof; (e) all of Mortgagor’s and Borrower’s rights
and interests under all Swap Contracts, including all rights to the payment of money from
Beneficiary under any Swap Contract and all accounts, deposit accounts and general intangibles,
including payment intangibles, described in any Swap Contract; (f) all insurance policies held by
Mortgagor with respect to the Property or Mortgagor’s operation thereof; (g) all money, mortgages
and documents (whether tangible or electronic) arising from or by virtue of any transactions
related to the Property, and all deposits and deposit accounts of Mortgagor (or any Borrower) with
Beneficiary related to the Property, including any such deposit account from which Mortgagor may
from time to time authorize Beneficiary to debit and/or credit payments due with respect to the
Loan; and (h) all sums at any time on deposit for the benefit of Mortgagor (or any Borrower) or
held by Beneficiary (whether deposited by or on behalf of Mortgagor or anyone else) pursuant to any
of the provisions of this Mortgage or the other Loan Documents; together with all Additions to and
Proceeds of all of the foregoing.



"Proceeds,” when used with respect to any of the Property, means all proceeds of such
Property, including all Insurance Proceeds and all other proceeds within the meaning of that term
as defined in the Uniform Commercial Code of the State.



"Property” means the Real Property and the Personalty and all other rights, interests
and benefits of every kind and character which Mortgagor now has or hereafter acquires in, to or
for the benefit of the Real Property and/or the Personalty and all other property and rights used
or useful in connection therewith, including all Leases, all Rents, all Condemnation Awards, all
Proceeds, and all of Mortgagor’s right, title and interest in and to all Design and Construction
Contracts, all Contracts of Sale and all Refinancing Commitments.



"Property Assessments” means all Taxes, payments in lieu of taxes, water rents, sewer
rents, assessments, condominium and owner’s association assessments and charges, maintenance
charges and other governmental or municipal or public or private dues, charges and levies and any
Liens (including federal tax liens) which are or may be levied, imposed or assessed upon the
Property or any part thereof, or upon any Leases or any Rents, whether levied directly or
indirectly or as excise taxes, as income taxes, or otherwise.



"Real Property” means the Land and Improvements, together with (a) all estates, title
interests, title reversion rights, remainders, increases, issues, profits, rights of way or uses,
additions, accretions, servitudes, strips, gaps, gores, liberties, privileges, water rights, water
courses, alleys, passages, ways, vaults, licenses, tenements, franchises, hereditaments,
appurtenances, easements, rights-of-way, rights of ingress or egress, parking rights, timber,
crops, mineral interests and other rights, now or hereafter owned by Mortgagor and belonging or
appertaining to the Land or Improvements; (b) all right, title and interest of Mortgagor in all
development rights appurtenant to the Land or Improvements, including, but not limited to, any oil,
gas and other mineral rights; (c) all Claims whatsoever of Mortgagor with respect to the Land or
Improvements, either in law or in equity, in possession or in expectancy; (d) all estate, right,
title and interest of Mortgagor in and to all streets, roads and public places, opened or proposed,
now or hereafter adjoining or appertaining to the Land or Improvements; and (e) all options to
purchase the Land or Improvements, or any portion thereof or interest therein, and any greater
estate in the Land or Improvements, and all Additions to and Proceeds of the foregoing.



"Refinancing Commitment” means any commitment from or other agreement with any Person
providing for the financing of the Property, some or all of the proceeds of which are intended to
be used for the repayment of all or a portion of the Loan.



"Rents” means all of the rents, royalties, issues, profits, revenues, earnings, income
and other benefits of the Property, or arising from the use or enjoyment of the Property, including
all such amounts paid under or arising from any of the Leases and all fees, charges, accounts or
other payments for the use or occupancy of rooms or other public facilities within the Real
Property.



"State” means the state in which the Land is located.



"Swap Contract” means any agreement, whether or not in writing, relating to any Swap
Transaction, including, unless the context otherwise clearly requires, any form of master agreement
(the “Master Agreement”) published by the International Swaps and Derivatives Association,
Inc., or any other master agreement, entered into prior to the date hereof or any time after the
date hereof, between Swap Counterparty and Borrower (or any Affiliate [as defined in the Credit
Agreement]), together with any related schedule and confirmation, as amended, supplemented,
superseded or replaced from time to time.



"Swap Counterparty” means Lender or an Affiliate of Lender, in its capacity as
counterparty under any Swap Contract.



"Swap Transaction” means any transaction that is a rate swap, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap or option, bond option,
note or bill option, interest rate option, forward foreign exchange transaction, cap transaction,
collar transaction, floor transaction, currency swap transaction, cross-currency rate swap
transaction, swap option, currency option, credit swap or default transaction, T-lock, or any other
similar transaction (including any option to enter into the foregoing) or any combination of the
foregoing, entered into prior to the date hereof or anytime after the date hereof between Swap
Counterparty and Mortgagor (or its Affiliate) so long as a writing, such as a Swap Contract,
evidences the parties’ intent that such obligations shall be secured by this Mortgage (and any
other Mortgage [as such term is defined in the Credit Agreement]) in connection with the Loan.



"Taxes” means all taxes and assessments, whether general or special, ordinary or
extraordinary, or foreseen or unforeseen, which at any time may be assessed, levied, confirmed or
imposed by any Governmental Authority or any community facilities or other private district on
Mortgagor or on any of its properties or assets or any part thereof or in respect of any of its
franchises, businesses, income or profits.



"Transfer” means any direct or indirect sale, assignment, conveyance or transfer,
including any Contract of Sale and any other contract or agreement to sell, assign, convey or
transfer, whether made voluntarily or by operation of Law or otherwise, and whether made with or
without consideration.



Article II

Granting Clauses; Condition of Grant.




Section 2.1 Conveyances and Security Interests.



In order to secure the prompt payment and performance of the Obligations, including any and
all renewals, or extensions of the whole or any part thereof (and any such renewals or extensions
shall not impair in any manner the validity of or priority of this Mortgage), Mortgagor (a) GRANTS,
MORTGAGES, CONVEYS AND WARRANTS to Beneficiary the Property TO HAVE AND TO HOLD the Real Property,
with all rights, appurtenances, and privileges thereunto belonging, unto the Beneficiary,
Beneficiary’s successors and assigns forever; (b) grants to Beneficiary a security interest in the
Personalty; (c) assigns to Beneficiary, and grants to Beneficiary a security interest in, all
Condemnation Awards and all Insurance Proceeds; (d) assigns to Beneficiary, and grants to
Beneficiary a security interest in, all of Mortgagor’s right, title and interest in, but not any of
Mortgagor’s obligations or liabilities under, all Swap Contracts, Design and Construction
Documents, all Contracts of Sale and all Refinancing Commitments, and all Letters of Credit; and
(e) assigns to Beneficiary, and grants to Beneficiary a security interest in, all Accounts arising
from or related to any transactions related to the Premises (including but not limited to
Mortgagor’s rights in tenants’ security deposits, deposits with respect to utility services to the
Premises, and any deposits, deposit accounts or reserves hereunder or under any other Loan
Documents), and any account or deposit account from which Mortgagor may from time to time authorize
Holder to debit and/or credit payments due with respect to the Loan or any Swap Contract, all
rights to the payment of money from Beneficiary under any Swap Contract, and all accounts, deposit
accounts and general intangibles including payment intangibles, described in any Swap Contract.
All Persons who may have or acquire an interest in all or any part of the Property will be deemed
to have notice of, and will be bound by, the terms of the Obligations and each other agreement or
Mortgage made or entered into in connection with each of the Obligations. Such terms include any
provisions in the Note, the Credit Agreement or any Swap Contract which provide that the interest
rate on one or more of the Obligations may vary from time to time.



Section 2.2 Absolute Assignment of Leases and Rents.



In consideration of the making of the Loan by Lenders to Borrower, the sum of Ten and No/100
Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Mortgagor absolutely and unconditionally assigns the Leases and Rents to
Beneficiary for the benefit of Lenders. This assignment is, and is intended to be, an
unconditional, absolute and present assignment from Mortgagor to Beneficiary of all of Mortgagor’s
right, title and interest in and to the Leases and the Rents and not an assignment in the nature of
a pledge of the Leases and Rents or the mere grant of a security interest therein. So long as no
Event of Default shall exist, however, and so long as Mortgagor is not in default in the
performance of any obligation, covenant or agreement contained in the Leases, Mortgagor shall have
a license (which license shall terminate automatically and without notice upon the occurrence of an
Event of Default or a default by Mortgagor under the Leases) to collect, but not prior to accrual,
all Rents. Mortgagor agrees to collect and hold all Rents in trust for Beneficiary and to use the
Rents for the payment of the cost of operating and maintaining the Property and for the payment of
the other Obligations before using the Rents for any other purpose.



Section 2.3 Security Agreement and Financing Statement.



This Mortgage (a) creates a security interest in the Personalty, and, to the extent the
Personalty is not real property, this Mortgage constitutes a security agreement from Mortgagor to
Beneficiary under the Uniform Commercial Code of the State, and(b) creates a security interest in
favor of Beneficiary for all sums at any time on deposit for the benefit of Mortgagor or held by
Beneficiary (whether deposited by or on behalf of Mortgagor or anyone else) pursuant to any of the
provisions of this Mortgage or the other Loan Documents. In addition to all of its other rights
under this Mortgage and otherwise, Beneficiary shall have all of the rights of a secured party
under the Uniform Commercial Code of the State, as in effect from time to time, or under the
Uniform Commercial Code in force from time to time in any other state to the extent the same is
applicable Law. This Mortgage shall also be effective as a financing statement with respect to any
other Property as to which a security interest may be perfected by the filing of a financing
statement and may be filed as such in any appropriate filing or recording office. The respective
mailing addresses of Mortgagor and Beneficiary are set forth in Section 2.4 below. A
carbon, photographic or other reproduction of this Mortgage or any other financing statement
relating to this Mortgage shall be sufficient as a financing statement for any of the purposes
referred to in this Section. Mortgagor hereby irrevocably authorizes Beneficiary at any time and
from time to time to file any initial financing statements, amendments thereto and continuation
statements as authorized by applicable Law, reasonably required by Beneficiary to establish or
maintain the validity, perfection and priority of the security interests granted in this Mortgage.
The foregoing authorization includes Mortgagor’s irrevocable authorization for Beneficiary at any
time and from time to time to file any initial financing statements and amendments thereto that
indicate the Personalty (i) as “all assets” of Mortgagor or words of similar effect, regardless of
whether any particular asset comprised in the Personalty falls within the scope of the Uniform
Commercial Code of the State or the jurisdiction where the initial financing statement or amendment
is filed, or (ii) as being of an equal or lesser scope or with greater detail.



Section 2.4 Fixture Financing Statement.



From the date of its recording, this Mortgage shall be effective as a fixture financing
statement within the purview of Section 9-502(b) of the Code with respect to the Real Property and
the goods described herein, which goods are or are to become fixtures related to the Real Property
(collectively, with the Personalty and other items described in Section 2.3 above, referred
to herein as the “Collateral”). The addresses of Mortgagor (Debtor) and Beneficiary
(Secured Party) are set forth below. This Mortgage is to be filed for recording with the Recorder
of Deeds of the county or the counties where the Property is located. For this purpose, the
following information is set forth:



(a) Name and Address of Debtor:




G&E HC REIT II St. Vincent Cleveland MOB, LLC




c/o Grubb & Ellis Equity Advisors, LLC




1551 North Tustin Avenue, Suite 300




Santa Ana, CA 92705



(b) Name and Address of Secured Party:




Bank of America, N.A., as Administrative Agent




135 South LaSalle Street, 12th Floor




Chicago, Illinois 60603



(c) This document covers goods which are or are to become fixtures.



(d) Debtor is the record owner of the Property.



(e) Debtor’s chief executive office is located in the State of California.



(f) Debtor’s state of formation is Delaware.



(g) Debtor’s exact legal name is as set forth in the first paragraph of this Mortgage.



(h) Debtor’s organizational identification number is 4835622.



(i) Debtor agrees that:




(i) Where Collateral is in possession of a third party, Mortgagor will join
with Beneficiary in notifying the third party of Beneficiary’s interest and
obtaining an acknowledgment from the third party that it is holding such Collateral
for the benefit of Beneficiary;




(ii) Mortgagor will cooperate with Beneficiary in obtaining control with
respect to Collateral consisting of: deposit accounts, investment property, letter
of credit rights and electronic chattel paper; and




(iii) Until the Obligations are paid in full, Mortgagor will not change the
state where it is located or change its company name without giving Beneficiary at
least thirty (30) days prior written notice in each instance.



Mortgagor hereby appoints Beneficiary as its attorney-in-fact to execute and file on its behalf any
financing statements, continuation statements or other statements in connection therewith which
Beneficiary deems necessary or reasonably advisable to preserve and maintain the priority of the
lien hereof, or to extend the effectiveness thereof, under the Uniform Commercial Code of the State
or any other laws which may hereafter become applicable. This power, being coupled with an
interest, shall be irrevocable so long as any part of the Obligations remains unpaid. Mortgagor
shall pay to Beneficiary, from time to time, upon demand, any and all costs and expenses incurred
by Beneficiary in connection with the filing of any such statements including, without limitation,
reasonable attorneys’ fees and all disbursements and such amounts shall be part of the Obligations
secured by this Mortgage.



Section 2.5 Release of Mortgage and Termination of Assignments and Financing
Statements.



If and when Borrower has paid and performed all of the Obligations, and no further advances
are to be made under the Credit Agreement, Beneficiary will provide a release of the Property from
the lien of this Mortgage and termination statements for filed financing statements, if any, to
Mortgagor. Mortgagor shall be responsible for the recordation of such release and the payment of
any recording and filing costs. Upon the recording of such release and the filing of such
termination statements, the absolute assignments set forth in shall automatically terminate and
become null and void.



Article III

Representations and Warranties.




	 	 	 
	Mortgagor makes the following representations and warranties to Beneficiary and Lenders:

	Section 3.1

	 	Title to Real Property.
	
 
	 	 






Mortgagor (a) owns fee simple title to the Real Property, (b) owns all of the beneficial and
equitable interest in and to the Real Property, and (c) is lawfully seized and possessed of the
Real Property. Mortgagor has the right and authority to convey the Real Property and does hereby
convey the Real Property with general warranty. The Real Property is subject to no Encumbrances
other than the Permitted Encumbrances.



Section 3.2 Title to Other Property.



Mortgagor has good title to the Personalty, and the Personalty is not subject to any
Encumbrance other than the Permitted Encumbrances. None of the Leases, Rents, Design and
Construction Documents, Contracts of Sale or Refinancing Commitments are subject to any Encumbrance
other than the Permitted Encumbrances.



Section 3.3 Property Assessments.



The Real Property is assessed for purposes of Property Assessments as a separate and distinct
parcel from any other property, such that the Real Property shall never become subject to the Lien
of any Property Assessments levied or assessed against any property other than the Real Property.



Section 3.4 Independence of the Real Property.



Except as set forth in any Permitted Encumbrance, no buildings or other improvements on
property not covered by this Mortgage rely on the Real Property or any interest therein to fulfill
any requirement of any Governmental Authority for the existence of such property, building or
improvements; and none of the Real Property relies, or will rely, on any property not covered by
this Mortgage or any interest therein to fulfill any requirement of any Governmental Authority.
The Real Property has been properly subdivided from all other property in accordance with the
requirements of any applicable Governmental Authorities.



Section 3.5 Existing Improvements.



The existing Improvements, if any, were, to the best of Mortgagor’s knowledge, constructed,
and are being used and maintained, in accordance with all applicable Laws, including zoning Laws.



Section 3.6 Leases and Tenants.



The Leases are valid and are in full force and effect, and are in strict compliance with the
requirements set forth in the Credit Agreement. Mortgagor is not in default under any of the terms
thereof. Except as expressly permitted in the Credit Agreement, Mortgagor has not accepted any
Rents in advance of the time the same became due under the Leases and has not forgiven, compromised
or discounted any of the Rents. Mortgagor has title to and the right to assign the Leases and
Rents to Beneficiary, and no other assignment of the Leases or Rents has been granted. To the best
of Mortgagor’s knowledge and belief, no tenant or tenants occupying, individually or in the
aggregate, more than five percent (5%) of the net rentable area of the Improvements are in default
under their Lease(s) or are the subject of any bankruptcy, insolvency or similar proceeding.



Article IV

Affirmative Covenants.




Section 4.1 Obligations.



Mortgagor agrees to promptly pay and perform, or cause Borrower to pay and perform, all of the
Obligations, time being of the essence in each case.



Section 4.2 Property Assessments; Documentary Taxes.



Mortgagor (a) will promptly pay in full and discharge all Property Assessments, and (b) will
furnish to Beneficiary, upon demand, the receipted bills for such Property Assessments prior to the
day upon which the same shall become delinquent. Property Assessments shall be considered
delinquent as of the first day any interest or penalty commences to accrue thereon. Mortgagor will
promptly pay all stamp, documentary, recordation, transfer and intangible taxes and all other taxes
that may from time to time be required to be paid with respect to the Loan, the Note, this Mortgage
or any of the other Loan Documents.



Section 4.3 Permitted Contests.



Mortgagor shall not be required to pay any of the Property Assessments, or to comply with any
Law, so long as Mortgagor shall in good faith, and at its cost and expense, contest the amount or
validity thereof, or take other appropriate action with respect thereto, in good faith and in an
appropriate manner or by appropriate proceedings; provided that (a) such proceedings operate to
prevent the collection of, or other realization upon, such Property Assessments or enforcement of
the Law so contested, (b) there will be no sale, forfeiture or loss of the Property during the
contest, (c) Beneficiary or Lenders are not subjected to any Claim as a result of such contest, and
(d) Mortgagor provides assurances satisfactory to Beneficiary (including the establishment of an
appropriate reserve account with Beneficiary) of its ability to pay such Property Assessments or
comply with such Law in the event Mortgagor is unsuccessful in its contest. Each such contest
shall be promptly prosecuted to final conclusion or settlement, and Mortgagor shall indemnify and
save Beneficiary harmless against all Claims in connection therewith. Promptly after the
settlement or conclusion of such contest or action, Mortgagor shall comply with such Law and/or pay
and discharge the amounts which shall be levied, assessed or imposed or determined to be payable,
together with all penalties, fines, interests, costs and expenses in connection therewith.



Section 4.4 Compliance with Laws.



Mortgagor will comply with and not violate, and cause to be complied with and not violated,
all present and future Laws applicable to the Property and its use and operation.



Section 4.5 Maintenance and Repair of the Property.



Mortgagor, at Mortgagor’s sole expense, will (a) keep and maintain Improvements and
Accessories in good condition, working order and repair, and (b) make all necessary or appropriate
repairs and Additions to Improvements and Accessories, so that each part of the Improvements and
all of the Accessories shall at all times be in good condition and fit and proper for the
respective purposes for which they were originally intended, erected, or installed.



Section 4.6 Additions to Security.



All right, title and interest of Mortgagor in and to all Improvements and Additions hereafter
constructed or placed on the Property and in and to any Accessories hereafter acquired shall,
without any further mortgage, conveyance, assignment or other act by Mortgagor, become subject to
the Lien of this Mortgage as fully and completely, and with the same effect, as though now owned by
Mortgagor and specifically described in the granting clauses hereof. Mortgagor agrees, however, to
execute and deliver to Beneficiary such further documents as may be required by the terms of the
Credit Agreement and the other Loan Documents.



Section 4.7 Subrogation.



To the extent permitted by Law, Beneficiary shall be subrogated, notwithstanding its release
of record, to any Lien now or hereafter existing on the Property to the extent that such Lien is
paid or discharged by Beneficiary whether or not from the proceeds of the Loan. This Section shall
not be deemed or construed, however, to obligate Beneficiary to pay or discharge any Lien.



Section 4.8 Leases.



(a) Except as expressly permitted in the Credit Agreement, Mortgagor shall not enter into any
Lease with respect to all or any portion of the Property without the prior written consent of
Beneficiary.



(b) Beneficiary shall not be obligated to perform or discharge any obligation of Mortgagor
under any Lease. The assignment of Leases provided for in this Mortgage in no manner places on
Beneficiary any responsibility for (i) the control, care, management or repair of the Property,
(ii) the carrying out of any of the terms and conditions of the Leases, (iii) any waste committed
on the Property, or (iv) any dangerous or defective condition on the Property (whether known or
unknown).



(c) No approval of any Lease by Beneficiary shall be for any purpose other than to protect
Beneficiary’s security and to preserve Beneficiary’s rights under the Loan Documents, and no such
approval shall result in a waiver of a Default or Event of Default.



Section 4.9 Insurance.



Mortgagor will at all times keep the Property insured in the manner and to the extent required
in the Credit Agreement. In addition, if the area where the Property is located is now or in the
future designated as a special flood hazard area pursuant to the Flood Disaster Protection Act of
1973 (as amended), and if the community where the Property is located is participating in the
National Flood Insurance Program, Mortgagor will obtain and continuously maintain a National Flood
Insurance Program Standard Flood Insurance Policy or equivalent covering the Property. Beneficiary
may, from time to time, require such additional insurance as Beneficiary may determine is
reasonably necessary to protect Beneficiary’s Lien hereunder or to assure repayment of all the
Obligations.



Section 4.10 Insurance/Condemnation Proceeds.



All Insurance/Condemnation Awards will be paid to Beneficiary for application to the
Obligations in the manner and to the extent provided in the Credit Agreement.



Section 4.11 Beneficiary’s Right to Cause Performance of Covenants.



If Mortgagor fails to maintain any insurance and pay the premiums for insurance as required in
this Article, to pay all taxes, penalties, assessments, charges, and claims as required in this
Article, or to repair and maintain any of the Property as required in this Article, or if Mortgagor
fails to keep or perform any of Mortgagor’s other covenants herein, Beneficiary may obtain such
insurance, cause such repairs and maintenance to be made, pay such taxes, penalties, assessments,
charges, or claims, or cause such other covenants to be performed. Mortgagor will pay to
Beneficiary on demand all amounts paid by Beneficiary for the foregoing and the amount of all
expenses incurred by Beneficiary in connection therewith, together with interest thereon from the
date when incurred. Such amounts and interest are secured by this Mortgage, which creates a Lien
in the Property prior to any right, title, interest, lien, or claim in or upon the Property
subordinate to the Lien of this Mortgage. Any such payments by Beneficiary will not be deemed a
waiver of any Default or Event of Default. Beneficiary is not obligated to exercise Beneficiary’s
rights under this Section and is not liable to Mortgagor for any failure to do so.



Section 4.12 Mechanics Lien Matters.



Mortgagor represents and warrants that no notice of commencement (as identified in Ohio
Revised Code Section 1311.04) as to the Property has been filed or will be filed prior to the
filing for record of this Mortgage and that Mortgagor shall promptly provide Beneficiary with a
copy of all notices of furnishing (as identified in Ohio Revised Code Section 1311.05) received by
Mortgagor.



Article V

Negative Covenants.




Section 5.1 Encumbrances.



Mortgagor will not permit any of the Property to become subject to any Encumbrance other than
the Permitted Encumbrances. Within thirty (30) days after the filing of any mechanic’s lien or
other Lien or Encumbrance against the Property, Mortgagor will promptly discharge the same by
payment or filing a bond or otherwise as permitted by Law. So long as Beneficiary’s security has
been protected by the filing of a bond or otherwise in a manner satisfactory to Beneficiary in its
sole and absolute discretion, Mortgagor shall have the right to contest in good faith any Claim,
Lien or Encumbrance, provided that Mortgagor does so diligently and without prejudice to
Beneficiary or delay in completing construction of the Improvements. Mortgagor shall give
Beneficiary Notice of any default under any Lien and Notice of any foreclosure or threat of
foreclosure with respect to any of the Property.



Section 5.2 Transfer of the Property.



Mortgagor will not Transfer, or contract to Transfer, all or any part of the Property or any
legal or beneficial interest therein (except for certain Transfers of the Accessories expressly
permitted in this Mortgage). A Change of Control (as such term is defined in the Credit Agreement)
shall be deemed to be a prohibited Transfer of the Property.



Section 5.3 Removal, Demolition or Alteration of Accessories and Improvements.



Except to the extent permitted by the following sentence, no Improvements or Accessories shall
be removed, demolished or materially altered without the prior written consent of Beneficiary.
Mortgagor may remove and dispose of, free from the Lien of this Mortgage, such Accessories as from
time to time become worn out or obsolete, provided that, either (a) at the time of, or prior to,
such removal, any such Accessories are replaced with other Accessories which are free from Liens
other than Permitted Encumbrances and have a value at least equal to that of the replaced
Accessories (and by such removal and replacement Mortgagor shall be deemed to have subjected such
Accessories to the Lien of this Mortgage), or (b) so long as a prepayment may be made without the
imposition of any premium pursuant to the Note, such Accessories are sold at fair market value for
cash and the net cash proceeds received from such disposition are paid over promptly to Beneficiary
to be applied to the prepayment of the principal of the Loan.



Section 5.4 Additional Improvements.



Mortgagor will not construct any Improvements other than those presently on the Land and those
described in the Credit Agreement without the prior written consent of Beneficiary. Mortgagor will
complete and pay for, within a reasonable time, any Improvements which Mortgagor is permitted to
construct on the Land. Mortgagor will construct and erect any permitted Improvements (a) strictly
in accordance with all applicable Laws and any private restrictive covenants, (b) entirely on lots
or parcels of the Land, (c) so as not to encroach upon any easement or right of way or upon the
land of others, and (d) wholly within any building restriction and setback lines applicable to the
Land.



Section 5.5 Restrictive Covenants, Zoning, etc.



Without the prior written consent of Beneficiary, Mortgagor will not initiate, join in, or
consent to any change in, any restrictive covenant, easement, zoning ordinance or other public or
private restrictions limiting or defining the uses which may be made of the Property. Mortgagor
(a) will promptly perform and observe, and cause to be performed and observed, all of the terms and
conditions of all agreements affecting the Property, and (b) will do or cause to be done all things
necessary to preserve intact and unimpaired any and all easements, appurtenances and other
interests and rights in favor of, or constituting any portion of, the Property.



Article VI

Events of Default.




The occurrence or happening, from time to time, of any one or more of the following shall
constitute an Event of Default under this Mortgage:



Section 6.1 Payment Obligations.



Mortgagor or any other Borrower fails to pay (i) any of the Obligations within five (5) days
when due (provided, however, there shall be no five (5) day grace period for amounts due at
maturity or upon acceleration of the Loan), or (ii) within five (5) days after the same becomes
due, any other amount payable hereunder or under any other Loan Document.



Section 6.2 Transfers.



Mortgagor Transfers, or contracts to Transfer, all or any part of the Property or any legal or
beneficial interest therein (except for Transfers of the Accessories expressly permitted under this
Mortgage). A Change in Control shall be deemed to be a prohibited Transfer of the Property
constituting an Event of Default.



Section 6.3 Other Obligations.



Mortgagor fails to promptly perform or comply with any of the Obligations set forth in this
Mortgage (other than those expressly described in other Sections of this Article VI), and
such failure continues uncured for a period of thirty (30) days after Notice from Beneficiary to
Mortgagor.



Section 6.4 Event of Default Under Other Loan Documents.



An Event of Default (as defined therein) occurs under the Note or the Credit Agreement, or
Borrower or Guarantor fails to promptly pay, perform, observe or comply with any obligation or
agreement contained in any of the other Loan Documents (within any applicable grace or cure
period).



Section 6.5 Change in Zoning or Public Restriction.



Any change in any zoning ordinance or regulation or any other public restriction is enacted,
adopted or implemented that limits or defines the uses which may be made of the Property such that
the present or intended use of the Property, as specified in the Loan Documents, would be in
violation of such zoning ordinance or regulation or public restriction, as changed.



Section 6.6 Default Under Leases.



Mortgagor fails duly to perform its obligations under any Material Lease (as such term is
defined in the Credit Agreement), and such failure is not cured within the grace period, if any,
provided in the Material Lease.



Section 6.7 Default Under Other Lien Documents.



A default occurs under any other mortgage, deed of trust or security agreement covering the
Property, including any Permitted Encumbrances.



Section 6.8 Execution; Attachment.



Any execution or attachment is levied against any of the Property, and such execution or
attachment is not set aside, discharged or stayed within thirty (30) days after the same is levied.



Article VII

Rights and Remedies.




Upon the happening of any Event of Default, Beneficiary shall have the right, in addition to
any other rights or remedies available to Beneficiary under any of the Loan Documents or applicable
Law, to exercise any one or more of the following rights, powers or remedies:



Section 7.1 Acceleration.



Beneficiary may accelerate all Obligations under the Loan Documents whereupon such Obligations
shall become immediately due and payable, without notice of default, notice of acceleration or
intention to accelerate, presentment or demand for payment, protest, notice of protest, notice of
nonpayment or dishonor, or notices or demands of any kind or character (all of which are hereby
waived by Mortgagor).



Section 7.2 Foreclosure; Judicial Foreclosure.



In the event that any provision in this Mortgage shall be inconsistent with any provision of
the State law, the provisions of the State law shall take precedence over the provisions of this
Mortgage, but shall not invalidate or render unenforceable any other provision of this Mortgage
that can be construed in a manner consistent with applicable law. If any provision of this
Mortgage shall grant to Beneficiary any rights or remedies upon an Event of Default which are more
limited than the rights that would otherwise be vested in Beneficiary under the State law in the
absence of said provision, Beneficiary shall be vested with the rights granted by the State law.
Without limiting the generality of the foregoing, all expenses incurred by Beneficiary to the
extent reimbursable under applicable law, whether incurred before or after any decree or judgment
of foreclosure, and whether or not enumerated in this Mortgage, shall be added to the Obligations.



Beneficiary may institute one or more actions of foreclosure on this Mortgage or to institute
other proceedings according to law for foreclosure, and prosecute the same to judgment, execution
and sale, for the collection of the Obligations and all costs and expenses of such proceedings,
including reasonable attorneys’ fees and actual attorneys’ expenses.



To the extent permitted by law, Beneficiary has the option of proceeding as to both the Real
Property and the Personalty in accordance with its rights and remedies in respect of the Property,
in which event the default provisions of the UCC will not apply. Beneficiary also has the option
of exercising, in respect of the Property consisting of Personalty, all of the rights and remedies
available to a secured party upon default under the applicable provisions of the UCC in effect in
the jurisdiction where the Real Property is located. In the event Beneficiary elects to proceed
with respect to the Personalty separately from the Real Property, whenever applicable provisions of
the UCC require that notice be reasonable, ten (10) days notice will be deemed reasonable.



Section 7.3 Remedies under the Credit Agreement.



Without limiting the other rights and remedies of Beneficiary set forth in this Mortgage,
Beneficiary may exercise any and all rights and remedies of Beneficiary specified in the Credit
Agreement, or at law or equity.



Section 7.4 Possession of Property Not Required.



Upon any sale of any item of the Property made pursuant to judicial proceedings for
foreclosure (“Judicial Sale”), it will not be necessary for any public officer acting under
execution or order of the court (a “Selling Official”) to have any of the Property present
or constructively in his possession.



Section 7.5 Mortgages of Conveyance and Transfer.



Upon the completion of every Judicial Sale, the Selling Official will execute and deliver to
each purchaser a bill of sale or deed of conveyance, as appropriate, for the items of the Property
that are sold. Mortgagor hereby grants every such Selling Official the power as the
attorney-in-fact of Mortgagor to execute and deliver in Mortgagor’s name all deeds, bills of sale
and conveyances necessary to convey and transfer to the purchaser all of Mortgagor’s rights, title
and interest in the items of Property which are sold. Mortgagor hereby ratifies and confirms all
that such attorneys-in-fact lawfully do pursuant to such power. Nevertheless, Mortgagor, if so
requested by the Selling Official or by any purchaser, will ratify any such sale by executing and
delivering to such Selling Official or to such purchaser, as applicable, such deeds, bills of sale
or other Mortgages of conveyance and transfer as may be specified in any such request.



Section 7.6 Recitals.



The recitals contained in any Mortgage of conveyance or transfer made by a Selling Official to
any purchaser at any Judicial Sale will, to the extent permitted by law, conclusively establish the
truth and accuracy of the matters stated therein, including the amount of the Obligations, the
occurrence of a an Event of Default, and the advertisement and conduct of such Judicial Sale in the
manner provided herein or under applicable law, and the qualification of the Selling Official. All
prerequisites to such Judicial Sale will be presumed from such recitals to have been satisfied and
performed.



Section 7.7 Divestiture of Title; Bar.



To the extent permitted by applicable law, every Judicial Sale, and every sale made as
contemplated by this Mortgage, will operate to divest all rights, title, and interest of Mortgagor
in and to the items of the Property that are sold, and will be a perpetual bar, both at law and in
equity, against Mortgagor and Mortgagor’s heirs, executors, administrators, personal
representatives, successors and assigns, and against everyone else, claiming the item sold either
from, through or under Mortgagor or Mortgagor’s heirs, executors, administrators, personal
representatives, successors or assigns.



Section 7.8 Receipt of Purchase Money Sufficient Discharge.



A receipt from any person authorized to receive the purchase money paid at any Judicial Sale,
or other sale contemplated by this Mortgage, will be sufficient discharge therefor to the
purchaser. After paying such purchase money and receiving such receipt, neither such purchaser nor
such purchaser’s heirs, executors, administrators, personal representatives, successors or assigns
will have any responsibility or liability respecting the application of such purchase money or any
loss, misapplication or non-application of any of such purchase money, or to inquire as to the
authorization, necessity, expediency or regularity of any such sale.



Section 7.9 Purchase by Beneficiary.



In any Judicial Sale, or other public sale made as contemplated by this Mortgage, Beneficiary
may bid for and purchase any of the Property being sold, and will be entitled, upon presentment of
the relevant Loan Documents and documents evidencing the same, to apply the amount of the
Obligations held by it against the purchase price for the items of the Property so purchased. The
amount so applied will be credited against the Obligations in accordance with the terms of the
Credit Agreement.



Section 7.10 Sale of Portion of Mortgaged Property.



The Lien created by this Mortgage, as it pertains to any Property that remains unsold, will
not be affected by a Judicial Sale of less than all of the Property.



Section 7.11 Judicial Action.



Beneficiary shall have the right from time to time to sue Mortgagor for any sums (whether
interest, damages for failure to pay principal or any installments thereof, taxes, or any other
sums required to be paid under the terms of this Mortgage, as the same become due), without regard
to whether or not any of the other Obligations shall be due, and without prejudice to the right of
Beneficiary thereafter to enforce any appropriate remedy against Mortgagor, including an action of
foreclosure or an action for specific performance, for a Default or Event of Default existing at
the time such earlier action was commenced.



Section 7.12 Collection of Rents.



Upon the occurrence of an Event of Default, the license granted to Mortgagor to collect the
Rents shall be automatically and immediately revoked, without further notice to or demand upon
Mortgagor. Beneficiary may, but shall not be obligated to, perform any or all obligations of the
landlord under any or all of the Leases, and Beneficiary may, but shall not be obligated to,
exercise and enforce any or all of Mortgagor’s rights under the Leases. Without limitation to the
generality of the foregoing, Beneficiary may notify the tenants under the Leases that all Rents are
to be paid to Beneficiary, and following such notice all Rents shall be paid directly to
Beneficiary and not to Mortgagor or any other Person other than as directed by Beneficiary, it
being understood that a demand by Beneficiary on any tenant under the Leases for the payment of
Rent shall be sufficient to warrant payment by such tenant of Rent to Beneficiary without the
necessity of further consent by Mortgagor. Mortgagor hereby irrevocably authorizes and directs the
tenants under the Lease to pay all Rents to Beneficiary instead of to Mortgagor, upon receipt of
written notice from Beneficiary, without the necessity of any inquiry of Mortgagor and without the
necessity of determining the existence or non-existence of an Event of Default. Mortgagor hereby
appoints Beneficiary as Mortgagor’s attorney-in-fact with full power of substitution, which
appointment shall take effect upon the occurrence of an Event of Default and is coupled with an
interest and is irrevocable prior to the full and final payment and performance of the Obligations,
in Mortgagor’s name or in Beneficiary’s name: (a) to endorse all checks and other Mortgages
received in payment of Rents and to deposit the same in any account selected by Beneficiary; (b) to
give receipts and releases in relation thereto; (c) to institute, prosecute and/or settle actions
for the recovery of Rents; (d) to modify the terms of any Leases including terms relating to the
Rents payable thereunder; (e) to cancel any Leases; (f) to enter into new Leases; and (g) to do all
other acts and things with respect to the Leases and Rents which Beneficiary may deem necessary or
desirable to protect the security for the Obligations. Any Rents received shall be applied first
to pay all Expenses and next in reduction of the other Obligations. Mortgagor shall pay, on
demand, to Beneficiary, the amount of any deficiency between (i) the Rents received by Beneficiary,
and (ii) all Expenses incurred together with interest thereon as provided in the Credit Agreement
and the other Loan Documents.



Section 7.13 Receiver.



Upon, or at any time prior or after, the filing of any complaint to foreclose the lien of this
Mortgage or instituting any other foreclosure of the liens and security interests provided for in
this Mortgage or any other legal proceedings under this Mortgage, Beneficiary may, at Beneficiary’s
sole option, make application to a court of competent jurisdiction for appointment of a receiver
pursuant to Ohio Revised Code Section 2735.01 et.seq. and other applicable law for all or any part
of the Property, as a matter of strict right and without notice to Mortgagor, and Mortgagor does
hereby irrevocably consent to such appointment, waives any and all notices of and defenses to such
appointment and agrees not to oppose any application therefor by Beneficiary, but nothing herein is
construed to deprive Beneficiary of any other right, remedy or privilege Beneficiary may now have
under the law to have a receiver appointed; provided that the appointment of such receiver, trustee
or other appointee by virtue of any court order, statute or regulation shall not impair or in any
manner prejudice the rights of Beneficiary to receive payment of all of the rents, issues, deposits
and profits pursuant to other terms and provisions set forth in this Mortgage. Such appointment
may be made either before or after sale, without notice; without regard to the solvency or
insolvency, at the time of application for such receiver, of the person or persons, if any, liable
for the payment of the Obligations; without regard to the value of the Property at such time and
whether or not the same is then occupied as a homestead; without bond being required of the
applicant; and Beneficiary hereunder or any employee or agent thereof may be appointed as such
receiver. Such receiver shall have all powers and duties prescribed by Ohio Revised Code Section
2735.04 and other applicable law, including the power to take possession, control and care of the
Property and to collect all rents, issues, deposits, profits and avails thereof during the pendency
of such foreclosure suit and apply all funds received toward the Obligations, and in the event of a
sale and a deficiency where Mortgagor has not waived its statutory rights of redemption, during the
full statutory period of redemption, as well as during any further times when Mortgagor or its
administrators, legal representatives, successors or assigns, except for the intervention of such
receiver, would be entitled to collect such rents, issues, deposits, profits and avails, and shall
have all other powers that may be necessary or useful in such cases for the protection, possession,
control, management and operation of the Property during the whole of any such period. To the
extent permitted by law, such receiver may extend or modify any then existing Leases and make new
leases of the Property or any part thereof, which extensions, modifications and new leases may
provide for terms to expire, or for options to lessees to extend or renew terms to expire, beyond
the maturity date of the Loan, it being understood and agreed that any such leases, and the options
or other such provisions to be contained therein, shall be binding upon Mortgagor and all persons
whose interests in the Property are subject to the lien hereof, and upon the purchaser or
purchasers at any such foreclosure sale, notwithstanding any redemption from sale, discharge of
indebtedness, satisfaction of foreclosure decree or issuance of certificate of sale or deed to any
purchaser.



Section 7.14 Taking Possession or Control of the Property.



To the extent permitted by Law, and with or without the appointment of a receiver, or an
application therefor, Beneficiary may (a) enter upon, and take possession of (and Mortgagor shall
surrender actual possession of), the Property or any part thereof, without notice to Mortgagor and
without bringing any legal action or proceeding, or, if necessary by force, legal proceedings,
ejectment or otherwise, and (b) remove and exclude Mortgagor and its agents and employees
therefrom.



Section 7.15 Management of the Property.



Upon obtaining possession of the Property or upon the appointment of a receiver as described
in Section 7.13, Beneficiary or the receiver, as the case may be, may, at its sole option,
(a) make all necessary or proper repairs and Additions to or upon the Property, (b) operate,
maintain, control, make secure and preserve the Property, and (c) complete the construction of any
unfinished Improvements on the Property and, in connection therewith, continue any and all
outstanding contracts for the erection and completion of such Improvements and make and enter into
any further contracts which may be necessary, either in their or its own name or in the name of
Mortgagor (the costs of completing such Improvements shall be Expenses secured by this Mortgage and
shall accrue interest as provided in the Credit Agreement and the other Loan Documents).
Beneficiary or such receiver shall be under no liability for, or by reason of, any such taking of
possession, entry, holding, removal, maintaining, operation or management, except for gross
negligence or willful misconduct. The exercise of the remedies provided in this Section shall not
cure or waive any Event of Default, and the enforcement of such remedies, once commenced, shall
continue for so long as Beneficiary shall elect, notwithstanding the fact that the exercise of such
remedies may have, for a time, cured the original Event of Default.



Section 7.16 Uniform Commercial Code.



Beneficiary may proceed under the Uniform Commercial Code as to all or any part of the
Personalty, and in conjunction therewith may exercise all of the rights, remedies and powers of a
secured creditor under the Uniform Commercial Code. Upon the occurrence of any Event of Default,
Mortgagor shall assemble all of the Accessories and make the same available within the
Improvements. Any notification required by the Uniform Commercial Code shall be deemed reasonably
and properly given if sent in accordance with the Notice provisions of this Mortgage at least ten
(10) days before any sale or other disposition of the Personalty. Disposition of the Personalty
shall be deemed commercially reasonable if made pursuant to a public sale advertised at least twice
in a newspaper of general circulation in the community where the Property is located. It shall be
deemed commercially reasonable for the Beneficiary to dispose of the Personalty without giving any
warranties as to the Personalty and specifically disclaiming all disposition warranties.



Section 7.17 Application of Proceeds.



Unless otherwise provided by applicable Law, all proceeds from the sale of the Property or any
part thereof pursuant to the rights and remedies set forth in this Article VII and any
other proceeds received by Beneficiary from the exercise of any of its other rights and remedies
hereunder or under the other Loan Documents shall be applied first to pay all Expenses and next in
reduction of the other Obligations, in such manner and order as Beneficiary may elect.



Section 7.18 Other Remedies.



Beneficiary shall have the right from time to time to protect, exercise and enforce any legal
or equitable remedy against Mortgagor provided under the Loan Documents or by applicable Laws.



Article VIII

[Reserved].

Article IX

Miscellaneous.




Section 9.1 Rights, Powers and Remedies Cumulative.



Each right, power and remedy of Beneficiary as provided for in this Mortgage, or in any of the
other Loan Documents or now or hereafter existing by Law, shall be cumulative and concurrent and
shall be in addition to every other right, power or remedy provided for in this Mortgage, or in any
of the other Loan Documents or now or hereafter existing by Law, and the exercise or beginning of
the exercise by Beneficiary of any one or more of such rights, powers or remedies shall not
preclude the simultaneous or later exercise by Beneficiary of any or all such other rights, powers
or remedies.



Section 9.2 No Waiver by Beneficiary.



No course of dealing or conduct by or among Beneficiary or any Lender and Mortgagor shall be
effective to amend, modify or change any provisions of this Mortgage or the other Loan Documents.
No failure or delay by Beneficiary to insist upon the strict performance of any term, covenant or
agreement of this Mortgage or of any of the other Loan Documents, or to exercise any right, power
or remedy consequent upon a breach thereof, shall constitute a waiver of any such term, covenant or
agreement or of any such breach, or preclude Beneficiary from exercising any such right, power or
remedy at any later time or times. By accepting payment after the due date of any of the
Obligations, Beneficiary shall not be deemed to waive the right either to require prompt payment
when due of all other Obligations, or to declare an Event of Default for failure to make prompt
payment of any such other Obligations. Neither Borrower nor any other Person now or hereafter
obligated for the payment of the whole or any part of the Obligations shall be relieved of such
liability by reason of (a) the failure of Beneficiary to comply with any request of Mortgagor or of
any other Person to take action to foreclose this Mortgage or otherwise enforce any of the
provisions of this Mortgage, or (b) any agreement or stipulation between any subsequent owner or
owners of the Property and Beneficiary, or (c) Beneficiary’s extending the time of payment or
modifying the terms of this Mortgage or any of the other Loan Documents without first having
obtained the consent of Mortgagor, Borrower or such other Person. Regardless of consideration, and
without the necessity for any notice to or consent by the holder of any subordinate Lien on the
Property, Beneficiary may release any Person at any time liable for any of the Obligations or any
part of the security for the Obligations and may extend the time of payment or otherwise modify the
terms of this Mortgage or any of the other Loan Documents without in any way impairing or affecting
the Lien of this Mortgage or the priority of this Mortgage over any subordinate Lien. The holder
of any subordinate Lien shall have no right to terminate any Lease regardless of whether or not
such Lease is subordinate to this Mortgage. Beneficiary may resort to the security or collateral
described in this Mortgage or any of the other Loan Documents in such order and manner as
Beneficiary may elect in its sole discretion.



Section 9.3 Waivers and Agreements Regarding Remedies.



To the full extent Mortgagor may do so, Mortgagor hereby:



(a) to the full extent permitted by law, hereby voluntarily and knowingly waives its rights to
reinstatement and redemption, and to the full extent permitted by law, waives the benefits of all
present and future valuation, appraisement, homestead, exemption, stay, extension or redemption,
right to notice of election to accelerate the Obligations, and moratorium laws under any state or
federal law;



(b) waives all rights to a marshaling of the assets of Mortgagor or Borrower, including the
Property, or to a sale in the inverse order of alienation in the event of a foreclosure of the
Property, and agrees not to assert any right under any Law pertaining to the marshaling of assets,
the sale in inverse order of alienation, the exemption of homestead, the administration of estates
of decedents, or other matters whatsoever to defeat, reduce or affect the right of Beneficiary
under the terms of this Mortgage to a sale of the Property without any prior or different resort
for collection, or the right of Beneficiary to the payment of the Obligations out of the proceeds
of sale of the Property in preference to every other claimant whatsoever;



(c) waives any right to bring or utilize any defense, counterclaim or setoff, other than one
which denies the existence or sufficiency of the facts upon which any foreclosure action is
grounded. If any defense, counterclaim or setoff, other than one permitted by the preceding
clause, is timely raised in a foreclosure action, such defense, counterclaim or setoff shall be
dismissed. If such defense, counterclaim or setoff is based on a Claim which could be tried in an
action for money damages, such Claim may be brought in a separate action which shall not thereafter
be consolidated with the foreclosure action. The bringing of such separate action for money
damages shall not be deemed to afford any grounds for staying the foreclosure action; and



(d) waives and relinquishes any and all rights and remedies which Mortgagor or any Borrower
may have or be able to assert by reason of the provisions of any Laws pertaining to the rights and
remedies of sureties.



Section 9.4 Successors and Assigns.



All of the grants, covenants, terms, provisions and conditions of this Mortgage shall run with
the Land and shall apply to and bind the representatives, successors and assigns of Mortgagor
(including any permitted subsequent owner of the Property), and inure to the benefit of
Beneficiary, on behalf of Lenders, and their respective successors and assigns.



Section 9.5 No Warranty by Beneficiary.



By inspecting the Property or by accepting or approving anything required to be observed,
performed or fulfilled by Mortgagor or to be given to Beneficiary pursuant to this Mortgage or any
of the other Loan Documents, Beneficiary shall not be deemed to have warranted or represented the
condition, sufficiency, legality, effectiveness or legal effect of the same, and such acceptance or
approval shall not constitute any warranty or representation with respect thereto by Beneficiary.



Section 9.6 Amendments.



This Mortgage may not be modified or amended except by an agreement in writing, signed by the
party against whom enforcement of the change is sought.



Section 9.7 Severability.



In the event any one or more of the provisions of this Mortgage or any of the other Loan
Documents shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part
or in any other respect, or in the event any one or more of the provisions of the Loan Documents
operates or would prospectively operate to invalidate this Mortgage or any of the other Loan
Documents, then and in either of those events, at the option of Beneficiary, such provision or
provisions only shall be deemed null and void and shall not affect the validity of the remaining
Obligations, and the remaining provisions of the Loan Documents shall remain operative and in full
force and effect and shall in no way be affected, prejudiced or disturbed thereby.



Section 9.8 Notices.



All Notices required or which any party desires to give hereunder or under any other Loan
Document shall be in writing and, unless otherwise specifically provided in such other Loan
Document, shall be deemed sufficiently given or furnished if delivered by personal delivery, by
nationally recognized overnight courier service or by certified United States mail, postage
prepaid, addressed to the party to whom directed at the applicable address specified in the
Preamble to this Mortgage (unless changed by similar notice in writing given by the particular
party whose address is to be changed) or by facsimile. Any Notice shall be deemed to have been
given either at the time of personal delivery or, in the case of courier or mail, as of the date of
first attempted delivery at the address and in the manner provided herein, or, in the case of
facsimile, upon receipt; provided that service of a Notice required by any applicable statute shall
be considered complete when the requirements of that statute are met. Notwithstanding the
foregoing, no notice of change of address shall be effective except upon actual receipt. This
Section shall not be construed in any way to affect or impair any waiver of notice or demand
provided in this Mortgage or in any other Loan Document or to require giving of notice or demand to
or upon any Person in any situation or for any reason.



Section 9.9 Joint and Several Liability.



If Mortgagor consists of two (2) or more Persons, the term “Mortgagor” shall also refer to all
Persons signing this Mortgage as Mortgagor, and to each of them, and all of them are jointly and
severally bound, obligated and liable hereunder. Beneficiary may release, compromise, modify or
settle with any of Mortgagor, in whole or in part, without impairing, lessening or affecting the
obligations and liabilities of the others of Mortgagor hereunder or under the Note. Any of the
acts mentioned aforesaid may be done without the approval or consent of, or notice to, any of
Mortgagor or any Borrower.



Section 9.10 Rules of Construction.



The words “hereof”, “herein”, “hereunder”, “hereto” and other words of similar import refer to
this Mortgage in its entirety. The terms “agree” and “agreements” mean and include “covenant” and
“covenants”. The words “include” and “including” shall be interpreted as if followed by the words
“without limitation”. The headings of this Mortgage are for convenience of reference only and
shall not be considered a part hereof and are not in any way intended to define, limit or enlarge
the terms hereof. All references (a) made in the neuter, masculine or feminine gender shall be
deemed to have been made in all such genders, (b) made in the singular or plural number shall be
deemed to have been made, respectively, in the plural or singular number as well, (c) to the Loan
Documents are to the same as extended, amended, restated, supplemented or otherwise modified from
time to time unless expressly indicated otherwise, (d) to the Land, Improvements, Personalty, Real
Property or Property shall mean all or any portion of each of the foregoing, respectively, and (e)
to Articles or Sections are to the respective Articles or Sections contained in this Mortgage
unless expressly indicated otherwise. Any term used or defined in the Uniform Commercial Code of
the State, as in effect from time to time, which is not defined in this Mortgage shall have the
meaning ascribed to that term in the Uniform Commercial Code of the State. If a term is defined in
Article 9 of the Uniform Commercial Code of the State differently than in another Article of the
Uniform Commercial Code of the State, the term shall have the meaning specified in Article 9.




	 	 	Section 9.11 Governing Law; Litigation.





THIS MORTGAGE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS (WITHOUT GIVING EFFECT TO
ILLINOIS CHOICE OF LAW PRINCIPLES), EXCEPT WITH RESPECT TO THE ENFORCEMENT HEREOF AGAINST THE
PROPERTY IN THE STATE OF OHIO, WHICH ENFORCEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF OHIO
(WITHOUT GIVING EFFECT TO OHIO CHOICE OF LAW PRINCIPLES). TO THE EXTENT THAT THIS MORTGAGE MAY
OPERATE AS A SECURITY AGREEMENT UNDER THE UNIFORM COMMERCIAL CODE OF THE STATE OF OHIO, BENEFICIARY
SHALL HAVE ALL RIGHTS AND REMEDIES CONFERRED THEREIN FOR THE BENEFIT OF A SECURED PARTY, AS SUCH
TERM IS DEFINED THEREIN, THE ENFORCEMENT OF WHICH SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
OHIO (WITHOUT GIVING EFFECT TO OHIO CHOICE OF LAW PRINCIPLES).



TO THE MAXIMUM EXTENT PERMITTED BY LAW, MORTGAGOR HEREBY AGREES THAT ALL ACTIONS OR PROCEEDINGS
ARISING IN CONNECTION WITH THIS MORTGAGE SHALL BE TRIED AND DETERMINED ONLY IN THE STATE AND
FEDERAL COURT LOCATED IN THE COUNTY OF COOK, STATE OF ILLINOIS OR, AT THE SOLE OPTION OF
BENEFICIARY, IN ANY OTHER COURT IN WHICH BENEFICIARY SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS
AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY, EXCEPT THAT ANY ACTION TO
FORECLOSE THIS MORTGAGE, TO OBTAIN POSSESSION OF THE PROPERTY, TO HAVE A RECEIVER APPOINTED FOR THE
PROPERTY OR TO ENFORCE ANY OTHER REMEDY HEREIN AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED
TO, INJUNCTIVE RELIEF, SHALL BE BROUGHT ONLY IN THE COUNTY OF CUYAHOGA, STATE OF OHIO. TO THE
MAXIMUM EXTENT PERMITTED BY LAW, MORTGAGOR HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO ASSERT
THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS
BROUGHT IN ACCORDANCE WITH THIS SECTION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MORTGAGOR HEREBY
WAIVES PERSONAL SERVICE OF PROCESS UPON MORTGAGOR, AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY
BE MADE BY REGISTERED MAIL DIRECTED TO MORTGAGOR AT THE ADDRESS STATED IN THIS MORTGAGE AND SERVICE
SO MADE WILL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT.



Section 9.12 Use of Proceeds.



Mortgagor represents and warrants to Beneficiary (a) that the proceeds of the Note secured by
this Mortgage will be used for the purposes specified in the Loan Documents, and that the
Obligations constitute a business loan, and (b) that the Loan evidenced by the Note is an exempted
transaction under the Truth In Lending Act, 15 U.S.C. §1601 et seq.



Section 9.13 Cross-Default/Cross-Collateralization.



This Mortgage shall be cross-defaulted and cross-collateralized with all “Mortgages” (as such
term is defined in the Credit Agreement) delivered during the term of the Loan, whether existing as
of the date of this Mortgage or subsequently made. A default not cured within any applicable grace
or cure period under any of the other Mortgages shall constitute an Event of Default under this
Mortgage. An Event of Default under this Mortgage shall constitute an Event of Default under all
of the other Mortgages. To the extent not prohibited by applicable law, if Beneficiary, at its
option, avails itself of this cross-collateralization/cross-default provision, Beneficiary shall
have the option to pursue its remedies in any combinations and against any or all of Beneficiary’s
security for the Loan, whether successively, concurrently or otherwise. Mortgagor acknowledges
that Beneficiary is unwilling to make the Loan unless Mortgagor agrees that this Mortgage and the
other Mortgages are cross-collateralized and cross-defaulted and therefore, since it is in the best
interest of Mortgagor that Beneficiary make the Loan, Mortgagor has agreed to cross-collateralize
and cross-default the Mortgage and the other Mortgages as set forth hereinabove.



Section 9.14 Other Amounts Secured; Maximum Indebtedness.



Mortgagor acknowledges and agrees that this Mortgage secures the entire principal amount of
the Note and interest accrued thereon, regardless of whether any or all of the Loan proceeds are
disbursed on or after the date hereof, and regardless of whether the outstanding principal is
repaid in whole or part or are future advances made at a later date, any and all litigation and
other expenses and any other amounts as provided herein or in any of the other Loan Documents,
including, without limitation, the payment of any and all loan commissions, service charges,
liquidated damages, expenses and advances due to or paid or incurred by Beneficiary in connection
with the Loan, all in accordance with the Loan commitment issued in connection with this
transaction and the Loan Documents. In accordance with the provisions of Ohio Revised Code
Sections 5301.232 and 5301.233, this Mortgage is given to, and the parties intend that it shall
secure, among other items, indebtedness in a maximum amount of Fifty Million and 00/100 Dollars
($50,000,000.00) evidenced by the Note and the other Loan Documents, which indebtedness may include
advances made by Lenders, after this Mortgage is filed of record. The making of such advances is
obligatory on the part of Lenders subject to the terms and conditions provided for in the Loan
Documents. The maximum amount of the unpaid balance of such indebtedness, in the aggregate and
exclusive of interest thereon, which is or will be outstanding at any time, is that set forth
above, provided that this Mortgage shall also secure unpaid balances of advances made by Lenders
for the payment of taxes, assessments, insurance premiums, and other costs incurred for the
protection of the Property as contemplated by Section 5301.233 of the Ohio Revised Code.



Section 9.15 Adjustable Mortgage Loan Provision.



The Note which this Mortgage secures is an adjustable note on which the interest rate may be
adjusted from time to time in accordance with the terms and provisions set forth in the Credit
Agreement.



Section 9.16 Deed in Trust.



If title to the Property or any part thereof is now or hereafter becomes vested in a trustee,
any prohibition or restriction contained herein against the creation of any lien on the Property
shall be construed as a similar prohibition or restriction against the creation of any lien on or
security interest in the beneficial interest of such trust.



Section 9.17 Collateral Protection.



Unless Mortgagor provides Beneficiary with evidence of the insurance required by this Mortgage
or any other Loan Document, Beneficiary may purchase insurance at Mortgagor’s expense to protect
Beneficiary’s interest in the Property or any other collateral for the Obligations. This insurance
may, but need not, protect Mortgagor’s interests. The coverage Beneficiary purchases may not pay
any claim that Mortgagor makes or any claim that is made against Mortgagor in connection with the
Property or any other collateral for the Obligations. Mortgagor may later cancel any insurance
purchased by Beneficiary, but only after providing Beneficiary with evidence that Mortgagor has
obtained insurance as required under this Mortgage or any other Loan Document. If Beneficiary
purchases insurance for the Property or any other collateral for the Obligations, Mortgagor shall
be responsible for the costs of that insurance, including interest in any other charges that
Beneficiary may lawfully impose in connection with the placement of the insurance, until the
effective date of the cancellation or expiration of the insurance. The costs of the insurance may
be added to the Obligations. The costs of the insurance may be more than the cost of insurance
that Mortgagor may be able to obtain on its own.



Section 9.18 WAIVER OF JURY TRIAL.



EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS MORTGAGE OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS MORTGAGE AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.



Section 9.19 Rights of Tenants.



Beneficiary shall have the right and option to commence a civil action to foreclose this
Mortgage and to obtain a decree of foreclosure and sale subject to the rights of any tenant or
tenants of the Property having an interest in the Property prior to that of Beneficiary. The
failure to join any such tenant or tenants of the Property as party defendant or defendants in any
such civil action or the failure of any decree of foreclosure and sale to foreclose their rights
shall not be asserted by Mortgagor as a defense in any civil action instituted to collect the
Obligations, or any part thereof or any deficiency remaining unpaid after foreclosure and sale of
the Property, any statue or rule of law at any time existing to the contrary notwithstanding.



Section 9.20 Entire Agreement.



The Loan Documents constitute the entire understanding and agreement among Mortgagor,
Beneficiary and Lenders with respect to the transactions arising in connection with the Loan, and
supersede all prior written or oral understandings and agreements between Mortgagor, Beneficiary
and Lenders with respect to the matters addressed in the Loan Documents. In particular, and
without limitation, the terms of any commitment by Beneficiary and Lenders to make the Loan are
merged into the Loan Documents. Except as incorporated in writing into the Loan Documents, there
are no representations, understandings, stipulations, agreements or promises, oral or written, with
respect to the matters addressed in the Loan Documents.



[SIGNATURE PAGE FOLLOWS]





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IN WITNESS WHEREOF, Mortgagor has caused this Mortgage to be executed under seal as of the day
and year first written above.



MORTGAGOR:



G&E HC REIT II ST. VINCENT CLEVELAND MOB, LLC,


a Delaware limited liability company



By: GRUBB & ELLIS HEALTHCARE REIT II HOLDINGS, LP,


a Delaware limited partnership, its sole Member



By: GRUBB & ELLIS HEALTHCARE REIT II, INC.,





a Maryland corporation, its general partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Title: Chief Financial Officer




	 	 	 
	State of California

County of Orange

	 	§

§

§






This instrument was acknowledged before me on September 7, 2010, by Shannon K S Johnson, the Chief
Financial Officer of Grubb & Ellis Healthcare REIT II, Inc., a Maryland corporation, the general
partner of Grubb & Ellis Healthcare REIT II Holdings, L.P., a Delaware limited partnership, the
sole Member of G&E HC St. Vincent Cleveland MOB, LLC, a Delaware limited liability company, on
behalf of said entities.



Printed Name: /s/ Rex Morishita



Notary Public, State of California






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