EX-10.7







	 	 	Northmeadow Medical Center





INSTRUMENT PREPARED BY, AND


WHEN RECORDED, RETURN TO:



Anthony A. Longnecker, Esq., Nyemaster Goode Law Firm, 700 Walnut, Suite 1600, Des Moines, IA
50309-3899



DEED TO SECURE DEBT, SECURITY AGREEMENT AND FINANCING STATEMENT WITH ABSOLUTE ASSIGNMENT OF RENTS

AND LEASES




THIS SECURITY DEED IS A DEED CONVEYING TITLE PURSUANT TO THE LAWS OF GEORGIA AND IS NOT A
MORTGAGE.



THIS DEED TO SECURE DEBT, SECURITY AGREEMENT AND FINANCING STATEMENT WITH ABSOLUTE ASSIGNMENT
OF RENTS AND LEASES (“Security Deed”), is made as of November 20, 2007 by NNN HEALTHCARE/OFFICE
REIT NORTHMEADOW, LLC, a Georgia limited liability company (“Grantor”), whose mailing address is
1551 N. Tustin Avenue, Suite 300, Santa Ana, CA 92705, Attn: Shannon Johnson, to and for the
benefit of EQUITRUST LIFE INSURANCE COMPANY, an Iowa corporation (“Grantee”), whose mailing address
is 5400 University Avenue, West Des Moines, Iowa 50266, Attn: Real Estate and Commercial Mortgage
Manager.



ARTICLE I




DEFINITIONS




In addition to any other terms defined herein, within this Security Deed, unless otherwise
required by the context, the following terms shall have the meanings indicated:



1.01 Building means the existing medical office building building(s) that comprise(s)
a portion of the Improvements.



1.02 Collateral means, as the context requires, all or any of the Personalty, the
Fixtures, the Leases and the Rents.



1.03 Control means, when used with respect to any specific Person, the possession,
directly or indirectly, of the power to direct or cause the direction of the management and
policies of such Person whether through ownership of voting securities, beneficial interests, by
contract or otherwise. The definition is to be construed to apply equally to variations of the
word “control” including “controlled,” “controlling” or “controlled by.”



1.04 Deed Property means, as required by the context, all or any of the Improvements,
Fixtures, Personalty, Property, Leases or Rents.



1.05 Fixtures means all materials, supplies, equipment, apparatus and other items now
or hereafter attached to, installed in or used in connection with (temporarily or permanently) any
of the Improvements on the Property, including, but not limited to, any and all partitions; window
screens and shades; drapes, carpeting and other floor coverings; awnings; pumps; motors; valves;
elevators and escalators; engines; wire and wiring; boilers; furnaces; pipes; plumbing; sprinkler
systems; irrigation systems; fire extinguishing apparatus and equipment; communication equipment;
computers and computerized equipment; security systems and devices; water tanks; heating,
ventilating, incinerating, air conditioning and air cooling equipment and systems; gas and electric
machinery; disposals, dishwashers, refrigerators, ranges and other appliances; and equipment and
facilities of all kinds which constitute fixtures under applicable law and all replacements and
substitutions therefor.



1.06 Governmental Authority means any and all courts, boards, bureaus, agencies,
commissions, departments, offices or authorities of any nature whatsoever of any governmental unit
(federal, state, county, district, municipal, city or otherwise) whether now or hereafter in
existence.



1.07 Guarantor means (individually or collectively, or both, as the context may
require) those persons or entities, if any, now or hereafter guaranteeing repayment of the
Indebtedness Secured Hereby, or any portion thereof, and/or satisfaction of, or continued
compliance with, the Obligations or any portion thereof.



1.08 Hazardous Materials has the meaning ascribed thereto in Section 3.19 of this
Security Deed below.



1.09 Impositions means all real estate and personal property taxes, assessments,
water, gas, sewer, electricity and other utility rates and charges, charges for any easement,
license or agreement maintained for the benefit of the Deed Property, and all other taxes, charges
and assessments and any interest, costs or penalties with respect thereto, of any kind and nature
whatsoever which at any time prior to or after the execution hereof may be assessed, levied or
imposed against, or otherwise related to the Deed Property, the use, occupancy, operation or
enjoyment thereof and/or the lien and interest of this Security Deed in the Deed Property or the
debt secured hereby.



1.10 Improvements means any and all buildings, sheds, storage areas, warehousing
areas, open or covered parking areas, parking garages or structures, other structures, fences,
curbs, walls, sidewalks, walkways, paved parking areas, pavement, recreational facilities,
landscaping and all other real property improvements, and any and all additions, alterations, or
appurtenances thereto, now or at any time hereafter situated, placed, constructed upon or for the
benefit of the Property or any part thereof, and shall include, unless the context otherwise
requires, all Fixtures.



1.11 Indebtedness Secured Hereby means: (a) amounts due under that certain Secured
Installment Note (the “Note”) of even date herewith, executed by Grantor, as Maker, to the order of
Grantee, as Holder, in the original principal amount of EIGHT MILLION AND NO/100 DOLLARS
($8,000,000.00), with interest thereon and all other sums payable thereunder according to the terms
and conditions thereof, together with any replacements, substitutions, modifications, amendments,
extensions or renewals thereof (the “Indebtedness”) which matures the first day of December, 2014;
and (b) amounts payable to Grantee, its successors and assigns, at the times demanded and with
interest at the Default Rate (as defined in the Note), to accrue from the date of advance, of all
sums advanced, if any, in protecting the interests of Grantee under this Security Deed and any and
all other Loan Documents and payment of insurance premiums covering Improvements, and payment of
principal and interest on prior liens, and payment of reasonable expenses and attorneys’ fees and
professionals’ fees herein provided for and payment of any fees herein provided for and payment of
any Grantee’s fees herein provided for, and any and all sums advanced under this Security Deed
from time to time.



1.12 Leases means any and all leases, subleases, licenses, concessions, occupancy,
rental and use agreements, or other agreements (written or oral), now or hereafter in effect which
grant a possessory interest in and to, or the right to use, occupy or generate income from, in or
around the Property and/or the Improvements, or any portion thereof, if any, and all guarantees of,
and security for the performance of any of the obligations and payments thereunder.



1.13 Legal Requirements means: (a) all judicial decisions, ordinances, orders,
decrees, rules, regulations, permits, statutes or requirements of any court or Governmental
Authority, and any requirements, terms or conditions contained in any restrictions, restrictive
covenants, easements, licenses or leases, zoning stipulations, subdivision plats or other
instruments or documents affecting all or any portion of the Deed Property and/or the construction,
development or use of the Deed Property, including, but not limited to, any of those relating to
fire, safety, environmental protection, conservation, parking, or building and sign codes and the
Americans with Disabilities Act (“ADA”); and (b) Grantor’s or any Guarantor’s presently or
subsequently existing articles or certificate of incorporation, bylaws, partnership agreements,
limited partnership certificates, joint venture agreements, limited liability company articles of
organization and/or operating agreements, trust agreements or other form of business organization
or entity documents.



1.14 Loan Documents means this Security Deed, financing statements, the Note, and any
and all other documents and guarantees now or hereafter executed by Grantor, or by any other Person
to evidence, secure or guaranty the payment of the Indebtedness Secured Hereby (or any part
thereof) or the performance and discharge of the Obligations (or any portion thereof).



1.15 Grantee means the specific Grantee named above and any subsequent owner and
holder of the Note and the beneficial interest under this Security Deed.



1.16 Grantor means the Person named as the “Grantor” at the outset of this Security
Deed (“Original Grantor”), until a successor or assign shall have become such pursuant to the
applicable provisions of this Security Deed, and thereafter Grantor shall mean each such successor
or assign and the Original Grantor, jointly and severally unless the Original Grantor or any such
successor or assign is released from liability hereunder in writing by the Grantee.



1.17 Grantor’s Business means the ownership, management, leasing, maintenance, repair,
replacement and operation of the Deed Property as medical office building.



1.18 Obligations means any and all of the covenants, warranties, representations and
other obligations (other than to repay the Indebtedness Secured Hereby) made or undertaken by
Grantor or any other Person to Grantee or the Grantee as set forth in the Loan Documents.



1.19 Person means any individual, corporation, trust, partnership, joint venture,
limited liability company or any other entity, business entity or form of organization.



1.20 Personalty means all of the right, title and interest of Grantor now or hereafter
existing in and to the following now or hereafter located in, upon, within or about, or used in
connection with the construction, use, operation or occupancy of the Property and/or the
Improvements and any business or activity conducted thereon or therein, together with all
accessories, additions, accessions, renewals, replacements and substitutions thereto or therefor
and the proceeds and products thereof: (a) all materials, supplies, furniture, furnishings,
appliances, office supplies, equipment, construction materials, vehicles, machinery, computer
hardware and software, maintenance equipment, window washing equipment, repair equipment and other
equipment, tools, telephone and other communications equipment, food service preparation equipment
and utensils, chinaware, glassware, silverware and hollowware, food and beverage service equipment,
food items and food stuffs; (b) all books, ledgers, records, accounting records, files, tax records
and returns, policy manuals, papers, correspondence, and electronically recorded data; (c) all
general intangibles, instruments, money, accounts, accounts receivable, notes, certificates of
deposit, chattel paper, letters of credit, choses in action, good will, rights to payment of money,
rents, rental fees, equipment fees and other amounts payable by Persons who utilize the Property or
any of the Improvements or paid by persons in order to obtain the right to use the Property and any
of the Improvements, whether or not so used; trademarks, service marks, trade dress, tradenames,
licenses, sales contracts, deposits, plans and specifications, drawings, working drawings, studies,
maps, surveys, soil, environmental, engineering or other reports, architectural and engineering
contracts, construction contracts, construction management contracts, surety bonds, feasibility and
market studies, management and operating agreements, service agreements and contracts, landscape
maintenance agreements, security service and other services agreements and vendors agreements; (d)
all compensation, awards and other payments or relief (and claims therefor) made for a taking by
eminent domain, or by any event in lieu thereof (including, without limitation, property and rights
and interests in property received in lieu of any such taking), of all or any part of the Deed
Property (including without limitation, awards for severance damages), together with interest
thereon, and any and all proceeds (or claims for proceeds) of casualty, liability or other
insurance pertaining to the Deed Property, together with interest thereon; (e) any and all claims
or demands against any Person with respect to damage or diminution in value to the Deed Property or
damage or diminution in value to any business or other activity conducted on the Property; (f) any
and all security deposits, deposits of security or advance payments made to others with respect to:
(i) insurance policies relating to the Deed Property; (ii) taxes or assessments of any kind or
nature affecting the Deed Property; (iii) utility services for the Property and/or the
Improvements; or (iv) maintenance, repair or similar services for the Deed Property or any other
services or goods to be used in any business or other activity conducted on the Property; (g) any
and all authorizations, consents, licenses, permits and approvals of and from all Persons required
from time to time in connection with the construction, use, occupancy or operation of the Property,
the Improvements, or any business or activity conducted thereon or therein or in connection with
the operation, occupancy or use thereof; (h) all warranties, guaranties, utility or street
improvement bonds, utility contracts, telephone exchange numbers, yellow page or other directory
advertising and the like; (i) all goods, contract rights, and inventory; (j) all leases and use
agreements of machinery, equipment and other personal property; (k) all insurance policies covering
all or any portion of the Property; (l) all Reserves and funds held in escrow by Grantee or other
Person for Grantee’s benefit; (m) all names by which the Property is now or hereafter known; (n)
all interests in the security deposits of tenants; (o) all management agreements, blueprints,
plans, maps, documents, books and records relating to the Property; (p) the proceeds from sale,
assignment, conveyance or transfer of all or, any portion of the Deed Property or any interest
therein, or from the sale of any goods, inventory or services from, upon or within the Property
and/or the Improvements (but nothing contained herein shall be deemed a consent by Grantee to such
sale, assignment, conveyance or transfer except as expressly provided in this Security Deed); (q)
any property listed under the definition of “Fixtures” which are not fixtures under applicable law;
(r) all other property (other than Fixtures) of any kind or character as defined in or subject to
the provisions of the UCC and; (s) all proceeds of the conversions, voluntarily or involuntarily,
of any of the foregoing into cash or liquidated claims.



1.21 Property means the real estate or interest therein described on Exhibit
“A” attached hereto and incorporated herein by reference, together with all appurtenances and
all estate and rights of Grantor thereto; all right, title and interest of Grantor in and to all
streets, roads and public places, opened or proposed, all easements, rights of way and other
appurtenances, public or private, now or hereafter used in connection therewith; all water stock,
water and water rights, to the extent the same constitutes any interest in real property; all
mineral, oil and gas rights pertaining thereto; all present and future rights under or with respect
to: (a) any declarations or restrictions governing or imposing rights or responsibilities on or
with respect to any subdivisions, horizontal property regimes, condominiums, planned area
developments, planned unit developments or master plans which are partially or wholly located on or
affect the real property described in Exhibit “A” attached hereto; (b) any design review or
architectural review committee and any property owners’ or similar association described in or
created by the documents referred to in the foregoing clause (a), together with any voting rights
therein; and (c) any and all other documents and instruments and any amendments relating to the
operation, organization, control or development of the Property.



1.22 Rents means all of the rents, royalties, revenues, income, avails, proceeds,
profits, fees, charges and other benefits paid or payable by parties to the Leases other than
Grantor or otherwise paid by a Person for using, leasing, licensing, possessing, operating from,
residing in, or otherwise enjoying or generating income from the Deed Property or any portion
thereof, including but not limited to, liquidated or other damages following a default under any
Lease, all proceeds payable under any policy of insurance covering loss of rents and all of
Grantor’s rights to recover monetary amounts from any tenant in bankruptcy, including rights of
recovery for use and occupancy and damage claims arising out of lease defaults, and including those
arising from lease rejections under any bankruptcy or debtor relief laws in all cases except to the
extent that the same constitute personal property under applicable law.



1.23 UCC means the Uniform Commercial Code as in effect under the laws of Georgia, as
amended.



Grantor acknowledges that certain of the descriptions of items comprising the Deed Property in
the preceding paragraphs may be duplicative or overlapping, and that it is the express intent and
agreement of Grantor that all of such descriptions (including without limitation any descriptions
within a single section or subsection) shall be construed as being cumulative and not limiting. The
terms “goods, “ “equipment, “ “inventory, “ “accounts, “ “instruments, “ “chattel paper,” “general
intangibles,” “proceeds” and “products” shall (unless the context clearly indicates otherwise) also
have the meanings provided for those terms in the definitions contained in the UCC.



Grantor further specifically understands and agrees that all right, title and interest of
Grantor in and to all extensions, improvements, betterments, renewals, substitutions and
replacements of, and all additions and appurtenances to, the Deed Property, hereafter acquired by
or released to Grantor, or constructed, assembled or placed by Grantor on the Property, and all
conversions of the security constituted thereby, immediately upon such acquisition, release,
construction assembly, placement or conversion, as the case may be, and in each such case, without
any further grant, encumbrance, conveyance, assignment or other act by Grantor, shall become
subject to the lien and interest of this Security Deed as fully and completely and with the same
effect as though now owned by Grantor and specifically described herein, but at any and all times
Grantor will execute and deliver to Grantee, upon request, any and all such further assurances,
deeds, conveyances, or assignments thereof or security interests therein as Grantee may reasonably
require for the purpose of expressly and specifically subjecting the same to the lien and interest
of this Security Deed.



Anything contained herein to the contrary notwithstanding, it is the intention of Grantor and
Grantee and the effect of this Security Deed that the obligations of the Indemnitors under that
certain Environmental Certification and Indemnification Agreement of event date herewith in favor
of Grantee are not included within the meaning of the term “Indebtedness” as used herein,
and are not secured by this Security Deed or by any of the other security and collateral
for the Indebtedness, but rather that such obligations be and remain unsecured.



ARTICLE II




GRANT




Grantor hereby irrevocably and absolutely does by these presents grant and convey, warrant,
set over, transfer, assign, bargain and sell to Grantee its successors and assigns, with all powers
of sale and right of entry and possession, to the extent that right of entry and possession is
hereinafter provided, and with all statutory rights under the laws of Georgia, the Deed Property
(other than the Personalty), and grants to Grantee a security interest in and to the Personalty,
for the purpose of securing, in such order of priority as Grantee may elect, the Indebtedness
Secured Hereby and the performance and payment in full when due of all the Obligations; to have and
to hold the Deed Property to the use, benefit and behoof of the Grantee, forever, in fee simple.



PROVIDED HOWEVER, that if Grantor shall pay, or cause to be paid, to Grantee the Indebtedness
Secured Hereby at the time and in the manner stipulated herein, and in the Note, and shall pay and
perform all of the Obligations, including, but not limited to payment of all sums under any of the
Loan Documents, and no Event of Default hereunder shall then exist, then upon proof being given to
the satisfaction of Grantee that the Indebtedness Secured Hereby has been paid or satisfied, and
all of the Obligations paid and performed, and upon payment of all other fees, costs, charges,
expenses and liabilities chargeable or incurred or to be incurred by Grantee, Grantee shall
release and discharge this Security Deed of record (but the provisions of Section 3.19 below shall
survive any such release or discharge).



Grantor and Grantee intend to establish a perpetual or indefinite security interest in the
Deed Property conveyed to secure the above described debt in accordance with O.C.G.A. Section
44-1480.



ARTICLE III




COVENANTS




Grantor warrants and represents to, and covenants and agrees with Grantee as follows:




	 	3.01	 	Title and Property.






(a) Grantor warrants that it has indefeasible fee simple title in and to the Deed
Property, subject to no liens or encumbrances, except as set forth on Grantee’s title
insurance policy dated on or about even date herewith regarding the Deed Property. Grantor
further warrants that it has good right and lawful authority to convey the Deed Property in
the manner and form herein provided; that Grantor has full power and authority to convey the
Deed Property in the manner and form herein provided or intended hereafter to be done; that
Grantor fully and absolutely waives and releases all rights and claims it may have in or to
said lands, tenements and property as a homestead declaration or exemption, or other
exemption, under and by virtue of any statute or other law of the State of Georgia now
existing or which may hereafter be passed in relation thereto; that this Security Deed is
and shall remain a valid and enforceable first lien and interest on the Deed Property; that
Grantor and its successors and assigns shall warrant and defend the same and the priority of
the lien and interest of this Security Deed forever against the lawful claims and demands of
all persons claiming by or through Grantor, and that this covenant shall not be extinguished
by any foreclosure hereof or sale hereunder but shall run with the land.




(b) Except as otherwise expressly provided herein, Grantor has and shall maintain title
to the Collateral including any additions or replacements thereto free of all security
interests, liens and encumbrances, other than the security interest granted hereunder and
other than as referred to in paragraph (a) above, and has good right to subject the
Collateral to the security interest granted hereunder.




(c) Grantor shall, at the cost of Grantor and without expense to Grantee, do, execute,
acknowledge and deliver all and every such further reasonable acts, deeds, conveyances,
deeds of trust, assignments, UCC financing statements, notices of assignments, transfers,
other documents or instruments and assurances as Grantee shall from time to time require,
for the better assuring, conveying, assigning, creating, perfecting, renewing, transferring
and confirming unto Grantee the Deed Property and rights hereby conveyed or assigned or
intended now or hereafter to be, or which Grantor may be or may hereafter become bound to
convey or assign to Grantee, or for carrying out the intention of facilitating the
performance of the terms of this Security Deed and, on demand, shall execute and/or deliver
one or more financing statements, chattel mortgages or comparable security instruments, to
evidence more effectively the lien and interest hereof upon and in the Deed Property.




(d) Grantor forthwith upon the execution and delivery of this Security Deed and
thereafter from time to time, shall cause this Security Deed, and any security instrument
creating a lien or evidencing the lien hereof upon the Collateral, and each instrument of
further assurance, to be filed, registered or recorded in such manner and in such places as
may be required by any present or future law or order to publish notice of and fully to
protect the lien hereof upon the interest of Grantee in the Deed Property.




(e) Grantor shall pay all filing, registration or recording fees, and all expenses
incident to the preparation, execution and acknowledgment of this Security Deed, any
Security Deed supplemental hereto, any security instrument with respect to the Deed Property
including the Collateral and any instrument of further assurance, and all federal, state,
county and municipal stamp taxes and other taxes, duties, imposts, assessments and charges
arising out of or in connection with the execution and delivery of the Note, this Security
Deed, any Security Deed supplemental hereto, any security instrument with respect to the
Deed Property, including the Collateral, or any instrument of further assurance.




(f) Grantor shall do all things necessary to preserve and keep in full force and effect
its entity existence, franchises, rights and privileges under the laws of the state of its
formation and under the laws of the state in which the Deed Property is located (in whole or
in part) and shall comply with all Applicable Environmental Laws (as defined below) and
Legal Requirements applicable to Grantor or to the Deed Property or any part thereof.




(g) Grantor shall not, without Grantee’s prior written consent, change Grantor’s name,
identity or structure, or jurisdiction under which it is organized, or cause or permit to
occur any other event that would require Grantee to file a new financing statement under the
UCC.




(h) Grantor warrants that the Property is assessed for tax purposes as a separate tax
parcel that does not include any other property.




(i) The Building contains approximately 50,968 net rentable square feet.




(j) All utility services necessary for occupancy and operation of the Improvements for
their intended purposes (including, without limitation, water, storm and sanitary sewer,
electric and telephone facilities) are available to the Improvements. All consents, permits,
variances or grants of any kind with respect to such utility services have been obtained.



3.02 Grantor’s Business. Grantor shall continuously operate Grantor’s Business on the
Property in a first class, good and prudent manner.




	 	3.03	 	Regarding Grantor.






(a) Grantor is a limited liability company duly organized under the laws of Georgia.
Grantor is qualified to do business and is duly authorized and empowered to do business in
the State of Georgia. Grantor has the requisite power and authority to (i) incur the
Indebtedness Secured Hereby and the Obligations and to execute and deliver the Note, this
Security Deed and the other Loan Documents; and (ii) bind the Grantor by entering into the
Note, Security Deed and other Loan Documents. The execution and delivery of the Note, this
Security Deed and the other Loan Documents and Grantor’s performance of its obligations
thereunder have been duly authorized by all requisite action of Grantor and each is the
valid and legally enforceable obligation of Grantor, enforceable according to their
respective terms.




(b) Grantor is not in default under any agreement to which it is a party, the effect of
which will materially or adversely affect performance by Grantor of its obligations pursuant
to and as contemplated by the terms and provisions of the Note, this Security Deed and the
other Loan Documents. Neither the execution and delivery of this Security Deed nor
compliance with and performance of the terms and provisions hereof, will: (i) to Grantor’s
knowledge, violate any presently existing Legal Requirement applicable to Grantor, or any
existing applicable order, writ, injunction or decree of any Governmental Authority, (ii)
conflict or be inconsistent with or result in any breach of any of the terms, covenants,
conditions or provisions of, or constitute a default under any indenture, mortgage, deed of
trust, instrument, document, agreement, lease, promissory note, or contract of any kind
which creates, represents, evidences or provides for any lien, charge or encumbrance upon
any of the assets of Grantor or to which Grantor is a party or by which Grantor or any of
its assets may be bound, or in the event of any such violation, conflict, inconsistency,
breach or default, the required consent or waiver of the other party or parties thereto has
been validly granted, is in full force and effect and is valid and sufficient therefor.




(c) There are no actions, suits, investigations, or proceedings of any kind (including,
without limitation, any condemnation or similar action) pending or, to the knowledge of
Grantor, threatened against or affecting Grantor or the Deed Property before any
Governmental Authority.




(d) Grantor shall promptly notify Grantee of each and any action, suit or proceeding
commenced as a result of injury, damage or liability occurring in, on or about the Property,
and Grantor shall, upon Grantee’s request, at Grantor’s expense, resist and defend any
action, suit or proceeding based thereon, or cause the same to be resisted and defended by
counsel designated by Grantor and approved in writing by Grantee.




(e) Grantor shall promptly notify Grantee if Grantor learns of the existence of a state
of facts that constitute an Event of Default hereunder.




(f) Grantor shall promptly give written notice to Grantee of:




(i) all litigation affecting Grantor where the amount in controversy is
$100,000 or more;




(ii) any dispute that may exist between Grantor and any Governmental Authority
that would have a material or adverse effect on Grantor or the Deed Property;




(iii) any other matter which has resulted or might result in a material or
adverse change in Grantor’s financial condition or operations or that will have a
material or adverse impact on the Deed Property or any portion thereof or interest
therein.




(g) Grantor shall obtain, preserve and keep in full force and effect all licenses,
permits, approvals, certificates, Leases and agreements required by any Governmental
Authority or otherwise required in order for Grantor to operate Grantor’s Business in a
first class manner. Except as specifically provided for in this Security Deed, Grantor shall
not assign, transfer or in any manner change but Grantor may renew such certificates,
licenses or permits without first receiving the written consent of Grantee.




(h) Grantor is not a “foreign person” within the meaning of § 1445(f)(3) of the
Internal Revenue Code of 1986 as amended and related Treasury Department regulations,
including temporary regulations.




(i) Neither Grantor, nor any Guarantor, nor any Person who directly owns an equity
interest in or controls Grantor nor any respective constituents or affiliates acting or
benefiting in any capacity in connection with the Indebtedness Secured Hereby and/or the
Loan Documents (individually a “Grantor Party” and collectively, the “Grantor Parties”) is
in violation of any law relating to terrorism or money laundering, including, but not
limited to, Executive Order No. 13224 on Terrorist Financing, effective September 23, 2001
(the “Executive Order”), as amended from time to time, and the U.S. Bank Secrecy Act of
1970, as amended by the Uniting and Strengthening America and Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, and as otherwise amended from time
to time (collectively, “Anti-Terrorism Law”).




(j) No action, proceeding, investigation, charge, claim, report, or notice has been
filed, commenced, or, to Grantor’s knowledge, threatened against any Grantor Party alleging
any violation of any Anti-Terrorism Law.




(k) No Grantor Party has, after due investigation and inquiry, knowledge or notice of
any fact, event, circumstance, situation or condition which could reasonably be expected to
result in:




(i) Any action, proceeding, investigation, charge, claim, report, or notice
being filed, commenced, or threatened against any of them alleging any violation of,
or failure to comply with, any Anti-Terrorism Law; or




(ii) The imposition of any civil or criminal penalty against any of them for
any failure to so comply.




(l) No Grantor Party nor, to Grantor’s knowledge, the seller of the Property (if any
portion of the Property is being acquired with proceeds of the Indebtedness Secured Hereby),
nor, to Grantor’s knowledge, any tenant at the Property or Improvements, is owned or
controlled by a “Prohibited Person,” and Grantor has implemented procedures to ensure that
no Person who now or hereafter owns an equity interest in Grantor is a Prohibited Person or
controlled by a Prohibited Person. A “Prohibited Person” means any of the following:




(i) A person or entity that is listed in the Annex to, or is otherwise subject
to the provisions of, the Executive Order;




(ii) A person or entity owned or controlled by, or acting for or on behalf of,
any person or entity that is listed in the Annex to, or is otherwise subject to the
provisions of, the Executive Order;




(iii) A person or entity with whom Grantee is prohibited from dealing or
otherwise engaging in any transaction by any Anti-Terrorism Law;




(iv) A person or entity who or that commits, threatens, or conspires to commit
or supports “terrorism” as defined in the Executive Order; or




(v) A person or entity that is named as a “specially designated national and
blocked person” on the most current list published by the U.S. Treasury Department
Office of Foreign Asset Control at its official web site or any replacement website
or other official publication or replacement official publication of such list.




(m) No Grantor Party nor, to Grantor’s knowledge, the seller of the Property (if any
portion of the Property is being acquired with proceeds from the Indebtedness Secured
Hereby), nor, to Grantor’s knowledge, any tenant at the Property or Improvements:




(i) Conducts any business or engages in making or receiving any contribution of
funds, goods or services to or for the benefit of any Prohibited Person;




(ii) Deals in, or otherwise engages in any transaction relating to, any
property or interests in property blocked under the Executive Order; or




(iii) Engages in or conspires to engage in any transaction that evades or
avoids, or has the purpose of evading or avoiding, or attempts to violate, any of
the prohibitions set forth in any Anti-Terrorism Law.




(n) Grantor has determined that the manager of the Property and Improvements has
implemented procedures, approved by Grantor, to ensure that no tenant at the Property or
Improvements is a Prohibited Person or owned or controlled by a Prohibited Person.




(o) Grantor shall not:




(i) Conduct any business or engage in making or receiving any contribution of
funds, goods, or services to or for the benefit of any Prohibited Person;




(ii) Deal in, or otherwise engage in any transaction relating to, any property
or interests in property blocked pursuant to the Executive Order of any other
Anti-Terrorism Law; or




(iii) Engage in or conspire to engage in any transaction that evades or avoids,
or has the purpose of evading or avoiding, or attempts to violate, any of the
prohibitions set forth in any Anti-Terrorism Law.




(p) Before any changes in direct or indirect ownership of any Grantor Party other than
Guarantor, Grantor shall give a written notice to Grantee advising Grantee in reasonable
detail as to the proposed ownership change, and reaffirming that the Anti-Terrorism Law
representations and warranties herein contained will remain true and correct.




(q) Grantor agrees promptly to deliver to Grantee (but in any event within ten (10)
days of Grantee’s written request) any certification or other evidence requested from time
to time by Grantee in its reasonable discretion, confirming Grantor’s compliance with the
foregoing Anti-Terrorism Law provisions.




	 	3.04	 	Note and Reserves.






(a) Grantor shall promptly and punctually pay all principal and interest and all other
sums to become due in respect of the Note, according to the terms thereof. Grantor shall
also pay to Grantee on the date set forth therein for the making of monthly payments of
principal and interest under the Note until the Indebtedness Secured Hereby has been fully
paid and all Obligations have been fully paid and performed, a sum, as estimated by Grantee,
equal to one twelfth (1/12) of the annual taxes and assessments on the Deed Property plus
the premiums that will next become due and payable on insurance policies as may be required
hereunder, Grantor agreeing to deliver promptly to Grantee all tax or assessment bills and
notices thereof. In addition, Grantor shall pay to Grantee such additional sum as shall be
necessary from time to time, if any, to assure that at all times there is the amount on
deposit which, together with the monthly deposit amounts to be made hereunder, will be
sufficient to pay the next installment of real estate taxes and assessments, and insurance
premiums, at least thirty (30) days prior to the due date thereof. The foregoing payments
are hereinafter referred to as “Reserves” and are to be held without any allowance of
interest or dividend to Grantor and need not be kept separate and apart from other funds of
Grantee. In lieu of monthly payment of Reserves hereunder, Grantee in its sole discretion
may require Grantor to deliver to Grantee copies of paid insurance premium receipts not
later than twenty-one (21) days prior to premium due dates and copies of paid tax and
assessment receipts not later than ten (10) days prior to applicable delinquency dates.
Grantee from time to time thereafter may require payment of Reserves upon ten (10) days’
prior written notice to Grantor.




(b) The Reserves are solely for the added protection of Grantee and entail no
responsibility on Grantee’s part beyond the allowing of due credit, without interest, for
the sums actually received by it. Upon assignment of this Security Deed by Grantee, any
Reserves on hand shall be turned over to the assignee and any responsibility of Grantee with
respect thereto shall terminate. When the Indebtedness Secured Hereby has been fully paid
and all of the Obligations fully paid and performed, any remaining Reserves shall be paid to
Grantor or to the then owner or owners of the Property as the case may be. The Reserves are
hereby pledged as additional security for the payment of the Indebtedness Secured Hereby and
the payment and performance of the Obligations and Grantor hereby grants to Grantee a
security interest in the Reserves and agrees that the security interest granted to Grantee
in this Security Deed covers the Reserves and that the Reserves are hereby made subject to
the lien and terms of the security interest and security agreement. No portion of the
Reserves shall be subject to the direction or control of Grantor and Grantee shall not be
liable for any failure to apply the Reserves to the payment of taxes and assessments and
insurance premiums unless Grantor (provided that no default or Event of Default then exists
thereunder) shall have requested Grantee in writing to make application of such funds to the
payment of the particular charge for payment of such charge.




(c) If the total of the Reserves shall exceed the amount of payments actually applied
by Grantee, such excess may be credited by Grantee on subsequent payments to be made by
Grantor. If, however, the Reserves shall not be sufficient to pay the sums required when the
same shall become due and payable, Grantor shall immediately deposit with Grantee the full
amount of any such deficiency. If there shall be a default under any of the provisions of
this Security Deed, Grantee may apply, at any time, the balance of the Reserves against such
sums due and payable under the Note, or in connection with the Obligations, whether or not
then due, in such order and in such manner as Grantee may determine.




(d) Grantee, in making any payment hereby authorized: (i) relating to taxes and
assessments, may do so according to any bill, statement or estimate procured from the
appropriate public office or Governmental Authority without inquiry into the accuracy of
such bill, statement or estimate or into the validity of any tax, assessments, sale,
forfeiture, tax lien or title or claim thereof, or (ii) for the purchase, discharge,
compromise or settlement of any other prior lien, may do so upon any reasonable inquiry as
to the validity or amount of any claim for lien which may be asserted.



3.05 Maintenance and Repair. Grantor shall keep the Deed Property in first-class
operating order, repair and condition and shall not commit (and shall use commercially reasonable
efforts not to permit) any waste thereof or any destruction or disrepair to occur thereto. Grantor
shall make all repairs, replacements, renewals, additions and improvements and complete and restore
promptly and in good workmanlike manner any Improvements which may be constructed, placed, damaged,
or destroyed thereon, and pay when due all costs incurred therefor. Grantor shall not remove any
Improvements or, except as otherwise expressly provided in this Security Deed, the Collateral from
the Property or demolish any of the Improvements, or materially alter any of the Deed Property
without prior written consent of Grantee other than in the case of worn or obsolete portions of the
Collateral that are replaced or refurbished by Grantor to the original condition and quality. Upon
reasonable notice to Grantor, Grantor shall permit Grantee, its agents and authorized
representatives, at the sole cost of Grantor unless an Event of Default shall then exist, the
opportunity to inspect the Deed Property, including the interior of any Improvements, at any
reasonable times subject to the rights of lessees thereof.



3.06 Compliance With Laws/Maintenance of Permits. Grantor shall comply with all Legal
Requirements affecting the Deed Property or the operation of Grantor’s Business and shall pay all
fees or charges of any kind in connection therewith. Grantor shall not by act or omission, permit
any property or Person which is not subject to this Security Deed to rely on the Deed Property or
any part thereof or any interest therein to fulfill any governmental requirement for the existence
or use of such property or Person; and the Deed Property shall not rely on any property or Person
which is not subject to this Security Deed to fulfill any governmental requirement for the
existence or use of the Property. Grantor shall not by act or omission impair the integrity of the
Property as a single separate zoning parcel separate and apart from all other parcels. Grantor
warrants that the Deed Property presently substantially complies with all requirements of the ADA.
Grantor shall in the future substantially comply with the requirements of the ADA and shall require
all tenants of the Deed Property to substantially comply with the ADA when making leasehold
improvements. The failure of Grantor or the Deed Property to comply with the requirements of the
ADA shall be an Event of Default under this Security Deed.




	 	3.07	 	Insurance.






(a) Grantor shall keep all Improvements now or hereafter existing insured against loss
or damage by fire (with so-called extended coverage, vandalism and malicious mischief
coverage), and other hazards as may reasonably be required by Grantee, including, without
limitation rent loss or business interruption insurance. Grantor shall also provide
commercial general liability insurance with such limits for personal injury and death and
property damage as Grantee may require. Grantor shall not be required to obtain or maintain
insurance coverage for loss or damage by earthquake, provided, however, if Grantor elects to
obtain insurance for loss or damage by earthquake, such insurance policy shall: (x) be
written by a company or companies having a Best’s rating of at least A:VIII or such other
rating as may be agreed to in writing and in advance by Grantee, and (y) contain a standard
loss payable clause in favor of and in form satisfactory to Grantee. The provisions of
Section 3.07(c) and (d) and Section 3.08 shall apply to any insurance coverage obtained by
Grantor for loss or damage by earthquake and to the proceeds payable pursuant to any such
insurance policy.




(b) Grantor shall initially maintain, until Grantee shall otherwise indicate in
writing, building and personal property coverage insurance in an amount of not less than the
full insurable and replacement value of the Improvements now or hereafter located on the
Property with “broad form” coverage, and “special perils,” “agreed amount,” “inflation
guard,” “replacement cost,” “ordinance and law,” “vandalism,” “malicious mischief” and
“waivers of subrogation” endorsements and with a deductible of not more than TEN THOUSAND
DOLLARS ($10,000.00), which policy shall be written by a company or companies having a
Best’s rating of at least A:VIII or such other rating as may be agreed to in writing and in
advance by Grantee; comprehensive commercial general liability insurance in the amount of at
least FIVE MILLION DOLLARS ($5,000,000.00) combined single limit for personal injury and
property damage which shall have deleted therefrom any exclusion or restriction on coverage
for contractual obligations; and rental or business interruption insurance in an amount
sufficient to cover any loss of rents or income from the Deed Property (including expenses
payable by tenants) suffered by Grantor for a period of at least twelve (12) months.
Additionally: (i) during any period that alcoholic beverages are or may be served on the
Property (provided that the foregoing shall not be deemed to be Grantee’s consent to serving
any alcoholic beverages thereon), Grantor shall procure and maintain in effect dram shop
insurance in an amount that is of not less than $5,000,000.00; and (ii) during any period
that any construction, remodeling or renovation activities are being conducted on any
portion of the Property or the Improvements (to the extent such activities are permitted
under this Security Deed), builder’s risk (course of construction) insurance with extended
coverage and such other hazard insurance as Grantee may require. Such insurance shall be in
an amount that is not less than the maximum insurable value of the work to be performed, as
determined by a recognized appraiser or insurer approved by Grantee. Such coverage shall be
kept in full force and effect at all times until the completion of any such construction,
remodeling or renovation activities.




(c) All policies of insurance to be furnished hereunder shall be in forms, companies
and amounts satisfactory to Grantee, with standard grantee clauses or loss payable clause
attached to all policies in favor of and in form satisfactory to Grantee, including a
provision requiring that the coverage evidenced thereby shall not be terminated or
materially modified without at least thirty (30) days’ prior written notice to Grantee.
Grantor shall make all policies, including additional and renewal policies, available to
Grantee, but Grantee may accept signed certificates of insurance evidencing the coverage in
lieu of the original policies. In the case of insurance about to expire, Grantor shall
deliver renewal certificates of insurance on or before their respective dates of expiration
and the related insurance policies shall be delivered within thirty (30) days of such
renewal.




(d) Grantor shall not take out separate insurance concurrent in form or contributing in
the event of loss with that required to be maintained hereunder unless Grantee is included
thereon under a standard grantee clause or loss payable clause acceptable to Grantee.
Grantor shall immediately notify Grantee whenever any such separate insurance is taken out
and shall promptly deliver to Grantee the policy or policies of such insurance. In the event
of a foreclosure or other transfer of title to the Property in lieu of foreclosure, or by
purchase at a foreclosure sale or Grantee’s Sale, all interest in any insurance policies in
force shall pass to Grantee, transferee or purchaser as the case may be.




	 	3.08	 	Casualty.






(a) Grantor shall promptly notify Grantee of any loss in excess of $25,000 to the Deed
Property or any portion thereof, whether covered by insurance or not. In case of loss or
damage by fire or other casualty, Grantee, or after foreclosure or Grantee’s sale, the
holder of the certificate or certificates of purchase, or grantee under a Grantee’s deed, as
the case may be, is authorized (i) to settle and adjust any claim under insurance policies
which insure against such risks, or (ii) to allow Grantor to agree with the insurance
company or companies on the amount to be paid in regard to such loss. In either case,
Grantee is authorized to collect and receive any such insurance money. If insurance
proceeds are made payable to both Grantee and Grantor, Grantor hereby authorizes Grantee, as
Grantor’s attorney, to endorse checks, sight drafts, and other instruments on behalf of
Grantor.




(b) Grantee shall release to Grantor any insurance proceeds received by Grantee as a
result of any loss to the Property or Improvements as restoration progresses solely in
payment of restoration costs, provided that the release of funds shall be subject to the
following conditions: (1) there shall be no outstanding Event of Default hereunder, under
the Note or under any other Loan Documents and no event shall have occurred and be
continuing which, but for the giving of notice and passage of time, or both, would
constitute such an Event of Default; (2) Grantee shall approve the plans and specifications
for any such restoration in advance of commencement thereof; (3) there shall be sufficient
funds upon deposit at all times with Grantee to complete the restoration, as certified by an
architect approved by Grantee; (4) the insurer shall not have asserted any defense against
Grantor or any tenant pursuant to the insurance policy covering the Improvements; (5) the
restoration is commenced within 120 days after the date of the loss and is capable of being
completed at least twelve (12) months prior to the Maturity Date (as defined in the Note);
(6) Grantor demonstrates to Grantee’s satisfaction that Grantor has the financial ability to
continue to pay the Indebtedness Secured Hereby during restoration; (7) the loss affects
less than forty percent (40%) of the value of the Improvements; (8) a sufficient number of
tenants in Grantee’s sole opinion, have agreed in writing to continue their leases
notwithstanding the damage to the Deed Property and the ensuing restoration process; and (9)
Grantor shall comply with such other conditions as would customarily be required by a
prudent local construction lender, or are otherwise reasonable.




(c) Grantee may apply any insurance proceeds remaining after completion of restoration
to the Indebtedness Secured Hereby, whether due or not (or if the Indebtedness Secured
Hereby has been paid in full, then to any remaining outstanding Obligations whether due or
not), or if the conditions set forth in subsection (b) of this Section 3.08 are not met,
Grantee may apply all insurance proceeds to the Indebtedness Secured Hereby, whether due or
not (or if the Indebtedness Secured Hereby has been paid in full, then to any remaining
outstanding Obligations whether due or not) in such order and in such manner as Grantee may
determine.




(d) In case of loss after foreclosure proceedings have been instituted, the proceeds of
any such insurance policy or policies, if not applied as aforesaid (in Grantee’s sole and
absolute discretion) in rebuilding or restoring the Improvements, shall be used to pay the
amount due Grantee and the balance, if any, shall be paid to the owner of the equity of
redemption if the Person shall then be entitled to the same. In case of a judicial
foreclosure of this Security Deed, the court in its decree may provide that the grantee’s
clause attached to each of said insurance policies may be canceled and that the decree
creditor may cause a new loss clause to be attached to each such policies making the loss
thereunder payable to said decree creditor; and any such foreclosure decree may further
provide that in case of one or more redemptions under said decree, pursuant to the statute
in such case made and provided, then and in every such case, each successive redemptioner
may cause the preceding loss clause attached to each insurance policy to be canceled and a
new loss clause to be attached thereto, making the loss thereunder payable to such
redemptioner. In the event of judicial foreclosure sale or Grantee’s sale, Grantee is hereby
authorized, without the consent of Grantor, to assign any and all insurance policies to the
purchaser at the sale, or to take such other steps as Grantee may deem advisable, to cause
the interest of such purchaser to be protected by any of the said insurance policies.



3.09 Condemnation. Grantor, immediately upon obtaining knowledge of the commencement
of any proceeding for the condemnation of the Property and/or Improvements or any portion thereof
or interest therein, shall notify Grantee of the pendency thereof. Grantor hereby assigns,
transfers and sets over unto Grantee all compensation, rights of action, the entire proceeds of any
award and any claim for damages for any of the Property or Improvements taken or damaged under the
power of eminent domain or by condemnation or by sale in lieu thereof. Grantee may, at its option,
commence, appear in and prosecute, in its own name or in the name of Grantor, any action or
proceeding, or make any compromise or settlement, in connection with such condemnation, taking
under the power of eminent domain or sale in lieu thereof. After deducting therefrom all of its
expenses, including reasonable attorneys’ and other professionals’ fees, Grantee shall make said
proceeds available to reimburse Grantor for the cost of the rebuilding or restoration of the
Property or the Improvements, without any allowance of interest, subject to the conditions provided
under Section 3.08 above. Any surplus which may remain out of said award after payment of such cost
of rebuilding or restoration shall at the option of Grantee be applied on account of the
Indebtedness Secured Hereby, whether due or not, or, if the Indebtedness Secured Hereby has been
paid in full, then to any remaining outstanding Obligations, whether due or not, or be paid to
Grantor. Grantor agrees to execute such further assignments of any compensation, award, damages,
right of action and proceeds, as Grantee may require from time to time.



3.10 Liens and Encumbrances. Except as expressly provided in this Security Deed,
Grantor shall not, without Grantee’s express prior written consent, permit the creation of any
liens or encumbrances on the Deed Property other than the lien and interest of this Security Deed
and any lien for real property taxes so long as they are not yet delinquent, and shall pay when due
all Impositions, obligations, lawful claims or demands of any person which, if unpaid, might result
in, or permit the creation of, a lien or encumbrance on the Property or on the Rents, issues,
income and profits arising therefrom, whether such lien would be senior or subordinate hereto,
including, but without limiting the generality of the foregoing, all claims of mechanics,
professionals, materialmen, laborers, and others for work, services or labor performed, or
materials or supplies furnished in connection with any work of demolition, alteration, improvement
of or construction upon the Property. Grantor will do or cause to be done everything necessary so
that the priority of the lien and interest of this Security Deed shall be fully preserved, at the
cost of Grantor, without expense to Grantee. Any lien or encumbrance on the Deed Property created
hereafter shall contain, or shall by virtue hereof be deemed to contain, a provision subordinating
such lien or encumbrance to all Leases then or in the future affecting the Deed Property but
nothing in this sentence shall be deemed to be a consent by Grantee to any lien or encumbrance.



3.11 Impositions. Grantor shall pay in full when due, and in any event before any
penalty or interest attaches, all Impositions (except those that may be paid by Grantee, in its
sole discretion, from Reserves) and shall furnish to Grantee official receipts evidencing the
payment thereof (including those required under Section 3.04 above). Provided, however, that
Grantor shall have the right to contest any such Imposition in good faith and with due diligence in
which event payment may be postponed but only so long as: (i) no threat of any tax sale or other
sale of the Deed Property exists which would result in a third party having a right to acquire
title to the Deed Property; and (ii) Grantor has deposited with Beneficiary such security as
Beneficiary may reasonably require.



3.12 Indemnification; Attorneys’ Fees. Grantor shall appear in and defend any suit,
hearing, action or proceeding that might in any way and in the sole judgment of Grantee affect the
value of the Deed Property, the priority of this Security Deed or the rights and powers of Grantee
under this Security Deed. Grantor shall, at all times, indemnify, defend, hold harmless and on
demand, reimburse Grantee for any and all loss, damage, liability, expense or cost (other than any
loss, damage, liability, expense or cost which results from Grantee’s gross negligence or willful
misconduct), including cost of evidence of title and attorneys’ fees, arising out of or incurred in
connection with any such suit, hearing, action or proceeding, and the sum of such expenditures
shall be secured by this Security Deed and shall bear interest at the rate or rates provided in the
Note and shall be due and payable on demand. Grantor shall pay the cost of suit, cost of evidence
of title and attorneys’ and other professionals’ fees in any proceeding, suit, and foreclosure
proceedings through the court or through Grantee’s sale brought by the Grantee to foreclose this
Security Deed.




3.13 Transfer of Title or Further Encumbrances.




(a) (i) In order to induce Grantee to make the loan evidenced by the Note, Grantor
agrees that if title to the Property or the Improvements or any part thereof or interest
therein is sold or if the Property or the Improvements or any portion thereof are leased
(except for a Lease of portions of the Property or the Improvements in the ordinary course
of operating Grantor’s Business), or if the Property or the Improvements or any portion
thereof is assigned, transferred, conveyed, mortgaged, encumbered, or otherwise changed
(including any such changes as security for additional financing), whether voluntarily or
involuntarily or by operation of law, without the prior written consent of Grantee, which
consent may be given or withheld in Grantee’s sole and absolute discretion, Grantee, at its
option, may declare the Indebtedness Secured Hereby and all Obligations hereunder to be
forthwith due, payable and performable. Without in any way limiting Grantee’s rights of
approval set forth above, Grantee may condition its consent, among other things, upon any
one or more of: (1) approval of the financial condition and credit worthiness of the
proposed transferee; (2) making such modifications to the Note, this Security Deed and other
Loan Documents as Grantee may deem appropriate; (3) the execution and delivery of other
documents as Grantee deems appropriate; (4) payment of a transfer fee not to exceed two
percent (2%) of the then outstanding principal balance of the Note (or such lower fee as may
be then required by law, if applicable); and (5) an increase in the interest rate under the
Note, (but not in excess of the maximum rate increase then permitted by law, if applicable).
If the interest rate is increased, any monthly installment payment under the Note shall be
increased accordingly. In the event of any transfer under this Section 3.13, either Grantor
or the new owner shall pay all fees and expenses incurred thereby, including any costs of
amending the Note, this Security Deed any of the other Loan Documents, and of obtaining
appropriate title insurance insuring and assuring the continued priority of the lien and
interest of this Security Deed. In addition, Grantee may charge an administrative fee for
processing any application seeking the consent of Grantee.




(ii) Notwithstanding the foregoing, two transfers or conveyances of the Property and
Improvements to transferees approved in advance by Grantee, which approval may be withheld
in Grantee’s sole and absolute discretion, shall be permitted, without a change in the
interest rate, upon execution of an assumption agreement and other documents satisfactory to
Grantee; provided, upon each such transfer or conveyance Grantee shall receive a
non-refundable fee equal to one percent (1%) of the outstanding amount of the Note at the
time of such sale and assumption (such fee being in lieu of the two percent (2%) fee
otherwise required under clause (i) above); and Grantor shall pay all costs and expenses of
Grantee relating thereto, whether or not the transfer is consummated.




(b) Any change in the legal or equitable title of the Property or the Improvements or
in the beneficial ownership of the Property or the Improvements not expressly permitted
herein (other than changes in the ownership of Guarantor as a result of the purchase and
sale of shares of stock of Guarantor), whether or not of record and whether or not for
consideration, and any change of any ownership interests (whether direct or indirect, legal
or equitable) in Grantor (other than changes in the ownership of Guarantor as a result of
the purchase and sale of shares of stock of Guarantor), shall be deemed a transfer of title
to the Property or Improvements. Notwithstanding the foregoing, changes of ownership
interests in legal entities that (1) hold ownership interests in Grantor and are
necessitated by devise or descent or (2) control Grantor, and which changes aggregate
(cumulatively after the date hereof) less than voting control and are made for estate
planning purposes only, shall not be considered a transfer of title. Grantor shall give
prior written notice to Grantee of all proposed transfers of title to the Property or the
Improvements or any portion thereof, and of all proposed changes in ownership interests.




(c) Except as otherwise expressly permitted herein, in the event ownership of the
Property or the Improvements, or any part thereof, becomes vested in any person or entity
other than Grantor, without the prior written approval of Grantee, Grantee may, without
notice to Grantor, waive such default and deal with such successor or successors in interest
with reference to this Security Deed, the Note and the other Loan Documents in the same
manner as with Grantor, without prior approval or consent of Grantor and without in any way
releasing, discharging or otherwise affecting the liability of Grantor hereunder for the
Indebtedness Secured Hereby, or for payment or performance of any of the Obligations. No
sale, transfer or conveyance of the Property or the Improvements, no forbearance on the part
of Grantee, no extension of the time for the payment of the Indebtedness Secured Hereby or
the performance or payment of the Obligations or any change in the terms thereof consented
to by Grantee shall in any way whatsoever operate to release, discharge, modify, change or
affect the original liability of Grantor herein, either in whole or in part, nor shall the
full force and effect of this lien and interest be altered thereby. Any deed conveying the
Property, or the Improvements or any part thereof, shall provide that the grantee thereunder
assumes all of the grantor’s obligations under this Security Deed, the Note and the other
Loan Documents but nothing herein shall be deemed to be a consent to any transfer. In the
event such deed shall not contain such assumption, the grantee under such deed shall
nevertheless be deemed to have assumed such obligations by acquiring the Property, the
Improvements or such portion thereof subject to this Security Deed.




(d) Grantor shall not voluntarily, involuntarily or by operation of law, sell, assign,
transfer or otherwise dispose of the Collateral or any interest therein and shall not
otherwise do or permit anything to be done or occur that may impair the Collateral as
security hereunder except so long as no Event of Default has occurred and is continuing
hereunder or under the Note or under any other Loan Documents: (1) Grantor shall be
permitted to sell or otherwise dispose of the Collateral consisting of equipment when
absolutely worn out, inadequate, unserviceable or unnecessary for use in the operation of
the Deed Property or in the conduct of the Grantor’s Business upon the Property, replacing
the same or substituting for the same other collateral at least equal in value, utility and
quality to the initial value, utility and quality of that disposed of and in such a manner
so that such replacement property shall be subject to the security interest created hereby
and so that the security interest of Grantee hereunder shall be the first priority security
interest therein; and (2) Grantor may sell items of inventory in the ordinary course of
Grantor’s Business. In the event the Collateral is sold in connection with the sale of the
Property, Grantor shall require, as a condition of the sale, that the buyer specifically
agree to assume Grantor’s obligations as to the security interest herein granted and to
execute whatever agreements and filings deemed necessary by Grantee to maintain its
perfected security interest in the Collateral but nothing herein shall be deemed to be a
consent to any sale or transfer.



3.14 Advances. If Grantor shall fail to perform any of the covenants herein contained
or contained in the Note or any other Loan Documents, Grantee may, but without obligation to do so,
make advances to perform same in Grantor’s or on its behalf, and all sums so advanced shall be a
lien upon the Deed Property and shall be secured by this Security Deed. Grantor shall repay on
demand all sums so advanced in its or Grantee’s behalf with interest thereon at the Default Rate of
interest under the Note from the time of such advance. Nothing herein contained shall prevent any
such failure to perform on the part of Grantor from constituting an Event of Default as defined
below or under the Note or any other Loan Documents.




3.15 Financial Statements/Records.




(a) In addition to any reports required to be delivered to Grantee under the Note or
other Loan Documents, Grantor shall deliver to Grantee, within one hundred twenty (120) days
after the end of each of Grantor’s fiscal years: (i) (A) an annual operating statement for
the Deed Property and all business activities conducted thereon or therefrom, (B) a current
detailed rent roll listing each tenant, the space and amount of space occupied, the annual
rental, the rental rate per rentable square foot, the term of such tenant’s Lease and the
amount thereof remaining, the lease term expiration and execution dates, and all
reimbursements, operating costs, expenses, rent, taxes and other sums paid and payable by
such tenant, (C) a report showing a breakdown of all items of revenue and expense, and (D) a
balance sheet and statement of profit and loss with respect to the operation of the Deed
Property, setting forth with each fiscal year beginning with the second fiscal year in
comparative form the figures for the previous fiscal year; and (ii) satisfactory financial
statements of Grantor, including without limitation an annual operating statement, a balance
sheet, a statement of income, and a statement of cash flows; and (iii) satisfactory
financial statements of NNN Healthcare/Office REIT, Inc., including without limitation, an
annual operating statement, a balance sheet, a statement of income, and a statement of cash
flows; all in reasonable detail and in form satisfactory to Grantee, and certified as true,
accurate, complete and correct by a duly authorized officer, general partner, or manager of
Grantor (or the party to whom the financials relate) or by Borrower’s in-house certified
public accountant. Grantor agrees to keep adequate books and records of account in
accordance with generally accepted accounting principles consistently applied or in
accordance with a cash basis accounting system or other accounting system acceptable to
Grantee, that is consistent with prior years and to retain and hold such books and records
for any given fiscal year for a period of at least three years after the expiration of such
fiscal year. Grantor shall permit Grantee, and its agents, accountants and attorneys, to
visit and inspect the Deed Property and examine its books and records of account and to
discuss its affairs, finances and accounts with Grantor, at such reasonable times as Grantee
may request.




(b) In addition to the reports and financial statements referred to in Section 3.15(a)
above or in any other Loan Documents, upon or at any time after the occurrence or existence
of any Event of Default under this Security Deed or under any other Loan Documents, and upon
60 days written demand from Grantee, Grantor shall cause to be delivered to Grantee along
with the next reports and financial statements required above, certified financial
statements of Grantor prepared and certified by Grantor’s Chief Financial Officer.



3.16 Time. Grantor agrees that time is of the essence hereof in connection with all
obligations of Grantor herein or in the Note or any other Loan Documents.



3.17 Estoppel Certificates. Grantor, within ten business days after written request
from Grantee, shall furnish to Grantee a duly acknowledged and certified written statement setting
forth the amount secured by this Security Deed, stating either that no setoffs or defenses exist
against this Security Deed or the Indebtedness Secured Hereby or the Obligations or, if such
setoffs or defenses are alleged to exist, the nature and description thereof and stating such other
matters concerning the Note, this Security Deed, the other Loan Documents, the Deed Property and/or
Grantor as Grantee may request.



3.18 Distributions to Equity Owners. Grantor shall not make any distributions to its
equity owners at any time during which an Event of Default has occurred and is continuing or during
which an event has occurred and is continuing which with the giving of notice or the passage of
time, or both, would be or become an Event of Default.




	 	3.19	 	Environmental Compliance.






(a) As used herein, the following terms shall have the following meanings:




(i) “Hazardous Materials” means any asbestos, PCB’S, formaldehyde, carcinogens,
hydrocarbons and other petroleum products or by-products, harmful or toxic
chemicals, pollutants, contaminants, flammables, explosives, asbestos-containing
materials, radioactive or radon-containing materials, mold and mycotoxins, and other
gases, substances, chemicals, and materials defined under federal, state or local
laws and regulations (whether now existing or hereafter enacted, formulated or
imposed) as “hazardous substances,” “hazardous materials,” “hazardous waste,” “toxic
substances,” “pollutants” or “contaminants.” The term “Permitted Hazardous
Materials” means commercially sold products otherwise within the definition of the
term “Hazardous Materials,” but (1) which are used or disposed of by Grantor or used
or sold by tenants of the Deed Property in the ordinary course of their respective
businesses, (2) the presence of which product is not prohibited by Applicable
Environmental Laws, and (3) the use and disposal of which are in all respects in
accordance with Applicable Environmental Laws.




(ii) “Applicable Environmental Law(s)” means all statutes, laws, ordinances,
acts, rules, regulations, decrees, and rulings of all Governmental Authorities which
relate or pertain to health, safety, the environment or hazardous materials,
including without limitation the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, 42 U.S.C.A. § 9601 et seq. (“CERCLA”);
the Resource Conservation and Recovery Act of 1976, 42 U.S. C.A. § 6901 et
seq.; the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C.A. § 6901
et seq.; the Hazardous Materials Transportation Act, 49 U.S.C.A. §
5101 et seq.; the Toxic Substances Control Act, 15 U.S.C.A. § 2601
et seq.; the Clean Air Act, 42 U.S.C.A. § 7401 et
seq.; the Clean Water Act, 33 U.S.C.A. § 1251 et seq.; and
all similar or related laws of the State of Georgia, and all environmental
regulation, cleaning or control laws of the State of Georgia, all as amended from
time to time.




(iii) “Disposal,” “release,” “threatened release,” “use,” “storage,”
“disposition,” and “manufacture” shall have the definitions assigned thereto by
CERCLA or other Applicable Environmental Laws.




(b) Grantor hereby represents and warrants to Grantee that (i) the Deed Property does
not contain or incorporate and, to Grantor’s knowledge after due inquiry, is not threatened
with contamination from Hazardous Materials; (ii) to the best of Grantor’s knowledge after
due investigation, the Deed Property has never been used in connection with the handling,
generation, storage, disposal, manufacture or release of Hazardous Materials; (iii) to the
best of Grantor’s knowledge after due inquiry, there have been no releases and there are no
threatened releases of Hazardous Materials on, onto, from, or under the Deed Property; (iv)
all current, and to the best of Grantor’s knowledge after due investigation, all past uses
of the Deed Property comply with all Applicable Environmental Laws; (v) Grantor has never
received notice of, and has no knowledge of a violation of any Applicable Environmental Law,
and no action has been commenced or, to the best of Grantor’s knowledge after due inquiry,
threatened for non-compliance with any such laws; (vi) Grantor has not obtained and is not
required by any Applicable Environmental Law to obtain any permit or license to construct or
use the Deed Property; (vii) to the best of Grantor’s knowledge after due inquiry, the Deed
Property does not contain and has never contained an underground storage tank (including
without limitation, a tank for which a permit to operate was obtained under the Underground
Storage of Hazardous Substances Act or other Applicable Environmental Law); (viii) to the
best of Grantor’s knowledge after due inquiry, no event has occurred which requires or
required the owner of the Deed Property to give any Governmental Authority notice of any
spill, release, threatened release, disposal, disposition or existence of Hazardous
Materials on, around, under or from the Deed Property; and (ix) there has been no litigation
brought or, to the best of Grantor’s knowledge, threatened against Grantor or to Grantor’s
knowledge any prior owner of the Deed Property, nor have any settlements been reached by or
with Grantor or to Grantor’s knowledge any other party alleging the presence, generation,
disposal, disposition, release, or threatened release of any Hazardous Materials on, onto,
from, or under the Deed Property.




(c) Grantor shall not use or permit the use (by lease or otherwise) of the Deed
Property for the generation, manufacture, release, transportation, treatment, handling,
storage, or disposal of Hazardous Materials, other than Permitted Hazardous Materials.




(d) Grantor shall keep and maintain the Deed Property and require all tenants,
occupants, licensees and users of any portion of the Deed Property to keep and maintain the
Deed Property in compliance with all Applicable Environmental Laws.




(e) Grantor shall clean up and lawfully dispose of all Hazardous Materials promptly
upon discovery thereof.




(f) Grantor shall provide Grantee with immediate written notice: (i) of Grantor’s
obtaining knowledge of any potential or known release, spill or threatened release of
Hazardous Materials on, onto, from or under the Deed Property, whether from a federal, state
or other Governmental Authority, or otherwise; or (ii) of all claims made or threatened by
any third party relating to any loss or injury from Hazardous Materials in, on, from, or
under the Deed Property.




(g) Grantor shall report any release or spill of Hazardous Materials in accordance with
Applicable Environmental Laws.




(h) Grantor shall promptly deliver to Grantee copies of any documents relating to any
governmental proceedings relating to Hazardous Materials and all engineering reports, test
reports and laboratory analyses concerning the Hazardous Materials affecting the Deed
Property.




(i) If any Governmental Authority requires the investigation of the Deed Property
and/or groundwater for the existence of Hazardous Materials, or Grantee reasonably suspects
or believes that there exists the threat of or there has been Hazardous Materials
contamination of the Deed Property and/or groundwater, Grantor, at its expense, shall
promptly and thoroughly investigate the Deed Property and/or groundwater for Hazardous
Materials contamination. The professionals retained by Grantor and the scope of any such
investigation shall be subject to Grantee’s reasonable approval. In the event Grantor fails
to complete an investigation for Hazardous Materials when required by this Section, or if an
Event of Default hereunder or under any other Loan Documents (or an event which but for the
passage of time or giving of notice would constitute an “Event of Default”) occurs, Grantee
may, in its sole and absolute discretion, enter the Deed Property and conduct the
investigation at the expense of Grantor, after giving not less than five days written notice
to Grantor. Such investigation may include obtaining one or more environmental assessments
of the Deed Property prepared by a geohydrologist, an independent engineer or other
qualified consultant or expert evaluating or confirming (i) whether any Hazardous Materials
are present in, on, under or adjacent to the Deed Property and (ii) whether the use and
operation of the Deed Property comply with Applicable Environmental Laws. Environmental
assessments may include detailed visual inspections of the Deed Property including, without
limitation, any and all storage areas, storage tanks, drains, dry wells and leaching areas,
and the taking of soil samples, surface water samples and groundwater samples, as well as
such other investigations, tests or analyses as are necessary or appropriate for a complete
determination of the compliance of the Deed Property and the use and operation thereof with
all Applicable Environmental Laws.




(j) In the event of any change in the laws governing the assessment, existence, release
or removal of Hazardous Materials, such as but not limited to, the identification of a new
hazardous substance to be included in the definition of Hazardous Materials, which change
would lead a prudent lender to require additional testing to avail itself of any statutory
insurance or limited liability, Grantor shall take all such action (including, without
limitation, the conducting of engineering tests at the sole expense of Grantor) to confirm
that no Hazardous Materials are present on the Deed Property.




(k) Grantor hereby agrees unconditionally that (i) absent an Event of Default, Grantee
or its agents shall have the right to enter upon and inspect the Property at any reasonable
time upon five days’ written notice at Grantee’s expense; and (ii) while an Event of Default
exists, Grantee or its agents shall have the right to enter upon and inspect the Property at
any time without notice at Grantee’s expense.




(l) Grantor hereby agrees unconditionally and absolutely to defend, indemnify and hold
harmless Grantee and its directors, officers, employees, and agents from and against any and
all damages, diminution in value, penalties, fines, losses, liabilities, causes of action,
suits, claims, demands, costs, investigatory costs, expert witness fees and costs, and
expenses (including all out-of-pocket litigation costs and the fees and expenses of counsel
and the costs and related expense of any clean-up or remediation) (other than damages,
diminution in value, penalties, fines, losses, liabilities, causes of action, suits, claims,
demands, costs, investigatory costs, expert witness fees and costs, and expenses resulting
from the gross negligence or willful misconduct of Grantee) of any nature, directly or
indirectly arising out of or in connection with: (i) the inaccuracy or incompleteness of any
representation or warranty provided in this Section 3.19; (ii) the existence, use,
generation, manufacture, migration, storage, spillage, release, threatened release, or
disposal of Hazardous Materials (other than Permitted Hazardous Materials) on, onto, from or
under the Deed Property; or (iii) any failure by Grantor to comply with the terms of any
order of any federal, state or local authority or Governmental Authority having regulatory
authority over environmental matters. Grantor’s obligations under this Section shall survive
the closing and disbursement of the funds evidenced by the Note, payment of the Note,
payment and performance of the Obligations, any release, reconveyance, discharge or
foreclosure of this Security Deed, conveyance by deed in lieu of foreclosure, transfer by
Grantee’s sale, and any subsequent conveyance of the Deed Property.



3.20 Maintenance of Parking and Access. Grantor shall construct, keep and constantly
maintain, as the case may be, all curbs, drives, parking lots or areas and the number of parking
spaces required by any Governmental Authority or other body, agency or authority having
jurisdiction over Grantor or any of the Deed Property.



3.21 Property Manager. The exclusive manager of the Deed Property shall be Grantor or
such other manager as may be obtained by Grantor and approved in advance and in writing by Grantee,
which approval shall not be unreasonably withheld. At any time an Event of Default occurs or
exists, Grantee shall have the right, but not the obligation, to select the manager of the Deed
Property, such selection to be made at Grantee’s sole and absolute discretion. The exclusive
leasing agent of the Property and the Improvements, if other than the foregoing party, shall be
first approved in writing by Grantee, which approval shall not be unreasonably withheld. The
management and leasing contracts for the Deed Property shall be satisfactory to and subject to the
written approval of Grantee, which approval shall not be unreasonably withheld, and shall be
subordinate to this Security Deed or shall allow for their termination on 30 days notice by
Grantee. Upon default in any of these requirements, which is not cured within the applicable cure
period, if any, then the whole of the Indebtedness Secured Hereby and the payment of the
Obligations shall, at the election of Grantee, become immediately due and payable, together with
any default interest and late payment charges required by the Note, and Grantee shall be entitled
to exercise any or all remedies provided for or referenced in this Security Deed or any other Loan
Documents.



3.22 Payment of Junior Encumbrances. Grantor shall not permit any default or
delinquency under any other lien, Imposition, charge or encumbrance against the Deed Property, even
though junior and inferior to the lien and interest of this Security Deed; provided, however, the
foregoing shall not be construed to permit or to be Grantee’s consent to any other liens or
encumbrances against the Deed Property, except as specifically permitted in this Security Deed.



3.23 Alteration, Removal and Change in Use of Property Prohibited. Grantor agrees not
to permit or suffer any of the following without the prior written consent of Grantee, which
consent shall not be unreasonably withheld:




(a) Any structural alteration of, or addition to, the Property or the Improvements as
now or hereafter situated upon the Property or the addition of any new Improvements thereto,
except for the erection of non load-bearing interior walls; or




(b) The use of any of the Deed Property other than for the operation of Grantor’s
Business; or




(c) Any change in the present zoning classification of the Property.



3.24 Conveyance of Mineral Rights Prohibited. Grantor agrees that the making of any
oil, gas or mineral lease or the sale or conveyance of any oil, gas or mineral lease or the sale or
conveyance of any mineral interest or right to explore for minerals under, through or upon the
Property would impair the value of the Property; and that Grantor shall have no right, power or
authority to lease the Property, or any part thereof, for oil, gas or other mineral purposes, or to
grant, assign or convey any mineral interest of any nature, or the right to explore for oil, gas
and other minerals, without first obtaining from Grantee express written permission therefor (which
permission may be given or withheld in Grantee’s sole and absolute discretion), which permission
shall not be valid until recorded among the real property records of the County in which the
Property is situated. Grantor further agrees that if Grantor shall make, execute, or enter into any
such lease or attempt to grant any such mineral rights without the prior written consent of
Grantee, then Grantee shall have the option, without notice, to declare the same to be a default
hereunder and to declare the Indebtedness Secured Hereby and all Obligations immediately due and
payable. Whether Grantee shall consent to such lease or grant of mineral rights, Grantee shall
receive the entire consideration to be paid for such lease or grant of mineral rights, with the
same to be applied to the Indebtedness Secured Hereby, the Obligations or either of them, in such
manner as Grantee may designate, notwithstanding the fact that the amount owing thereon may not
then be due and payable or the said amounts are otherwise adequately secured; provided, however,
that the acceptance of such consideration shall in no way impair the lien and interest of this
Security Deed on the Deed Property.



ARTICLE IV




SECURITY AGREEMENT AND FINANCING STATEMENT

UNDER UNIFORM COMMERCIAL CODE




4.01 Security Agreement and Financing Statement. To the extent any Collateral covered
by this Security Deed consists of rights in action or personal property covered by the UCC, this
Security Deed constitutes a security agreement and financing statement as defined thereunder and
Grantor hereby grants to Grantee a security interest in the Collateral.



TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THIS SECURITY DEED SHALL BE EFFECTIVE AS A
FINANCING STATEMENT FILED AS A FIXTURE FILING WITH RESPECT TO ALL GOODS CONSTITUTING A PART OF THE
COLLATERAL WHICH ARE OR ARE TO BECOME FIXTURES RELATED TO THE PROPERTY. FOR PURPOSES OF THE UCC THE
FOLLOWING INFORMATION IS FURNISHED:




(a) The name and address of the record fee owner of the real estate described in this
instrument is the Grantor, and the Grantor’s full legal name and address are exactly as set
forth in the preamble on page one of this Security Deed and are incorporated herein by this
reference;




(b) The name and address of the debtor is that of the Grantor, the full legal name and
address of which are exactly as set forth in the preamble on page one of this Security Deed
and are incorporated herein by this reference;




(c) The Grantor is an organization organized and registered under the laws of the State
of Georgia, and Grantor’s organizational identification number is 07086523;




(d) The Grantor has not changed its legal name or its organizational status in the
five-year period preceding the date hereof;




(e) The name and address of the secured party is that of the Grantee, whose full name
and address are set forth in the preamble on page one of this Security Deed and are
incorporated herein by this reference;




(f) Information concerning the security interest evidenced by this instrument may be
obtained from the secured party at its address above; and




(g) This document also covers goods that are or are to become Fixtures.



This Security Deed shall be self-operative with respect to any Collateral covered by this
Security Deed which consists of rights in action or personal property covered by the UCC, but
Grantor agrees to execute and/or deliver on demand such security agreements, financing statements
or other instruments as Grantee may request to impose the lien hereof more specifically upon any of
such property and to pay the recording and/or filing fees associated therewith. Grantor hereby (i)
authorizes Grantee to file all financing statements, amendments and continuations as may be
required from time to time to establish, maintain and/or



continue the perfection of the security interest granted under the Security Deed and (ii) expressly
waives any right the Grantor may have to require that the Grantee comply with the UCC counterparts
of the provisions of section 9-610 or 9-615 of the Uniform Commercial Code.



4.02 Purchase Money Security Interests, Leases. If the lien and interest of this
Security Deed on any such property is now, or shall hereafter be, subject to a prior security
interest covering such property, by reason of a purchase money security interest or otherwise, then
in the event of any default hereunder, all the right, title and interest of Grantor in and to any
and all deposits thereon is hereby assigned to Grantee, together with the benefit of any payments
now or hereafter made thereon but nothing herein shall be deemed to be a consent to any prior
security interest.



In the event Grantor owns or acquires only a lessee’s interest in any Personalty or Fixtures,
then, in addition to the foregoing requirements, before any of such property is placed in, on or
about the Property:




(a) The written approval of Grantee to the leasing agreements under which Grantor owns
or acquires such lessee’s interest shall first be obtained, and




(b) All consents of the lessor under any such leasing agreements to such security
interest of Grantee, and all agreements of such lessor in favor of Grantee deemed necessary
by Grantee, shall first be obtained to the satisfaction of Grantee.



It is understood and agreed that, in order to protect Grantee from the effect of the UCC
counterpart of section 9-334 of the Uniform Commercial Code, as amended from time to time, in the
event that Grantor intends to purchase any goods which may become Fixtures attached to the Property
or the Improvements, or any part thereof, and such goods will be subject to a purchase money
security interest held by a seller or any other Person:




(i) Grantor shall, before executing any security agreement or other document
evidencing such security interest, obtain the prior written approval of Grantee, and
all requests for such written approval shall be in writing and contain the following
information:




	 	(A)	 	a description of the property to be replaced,
added to, installed or substituted; and






	 	(B)	 	the name and address of the proposed holder and
proposed amount of the security interest.






Grantor’s execution of any such security agreement or other document evidencing such
security interest without Grantee’s prior written approval shall constitute an Event
of Default hereunder and an Event of Default under the Note and other Loan
Documents. No consent by Grantee pursuant to this subsection shall be deemed to
constitute an agreement to subordinate any right of Grantee in Fixtures or other
property covered by this Security Deed.




(ii) If at any time Grantor fails to make any payment on an obligation secured
by a purchase money security interest in any Personalty or any Fixtures, Grantee, at
its option, may at any time pay the amount secured by such security interest. Any
money paid by Grantee under this subsection, including any expenses, costs, charges
and attorneys’ fees incurred by Grantee shall be reimbursed to Grantee upon demand,
shall be secured by this Security Deed and shall bear interest at the Default Rate
(as defined under the Note) from the date advanced until paid. Grantee shall be
subrogated to the rights of the holder of any such purchase money security interest
in such Personalty or Fixtures.




(iii) Grantee shall have the right to acquire by assignment from the holder of
such security interest any and all contract rights, accounts receivable, negotiable
or non-negotiable instruments, or other evidence of Grantor’s indebtedness for such
Personalty or Fixtures, and, upon acquiring such interest as assignee thereof, to
enforce same in accordance with the terms and provisions of the UCC and in
accordance with any other provisions of law.




(iv) Whether or not Grantee has paid the Indebtedness Secured Hereby or taken
an assignment of such security interest, Grantor covenants to pay all sums and
perform all obligations secured thereby, and if Grantor at any time shall be in
default under such security agreement, it shall constitute an Event of Default under
this Security Deed.




(v) The provisions of sub-subsections (i), (ii), (iii), and (iv) above shall
not apply if the goods which may become Fixtures are of at least equivalent value
and quality as any property being replaced and if the rights of the party holding
such security interest have been expressly subordinated, at no cost to Grantee, to
the lien and interest and security interest of this Security Deed in a manner
satisfactory to Grantee.



4.03 General. Grantor agrees that all property of every nature and description,
whether real or personal, covered by this Security Deed, together with all personal property in
which Grantee has a security interest by reason of a separate agreement or instrument, are
encumbered as one unit, and that, upon the occurrence of any Event of Default under this Security
Deed or under the Note or other Loan Documents, Grantee may, at Grantee’s option, pursuant to the
UCC counterpart of section 9-610 of the Uniform Commercial Code, foreclose and sell all such
property in the same proceeding, and all such property may, at Grantee’s option, be sold as such in
one unit as a going business. The filing or recording of any financing statement relating to the
Fixtures, the Personalty or any other rights or interests generally or specifically described
herein shall not be construed to diminish or alter any of Grantee’s rights or priorities hereunder.



Grantor and Grantee agree that nothing herein contained shall be construed as in any way
derogating from or impairing the hereby stated intention of the parties that to the maximum extent
permitted by law, everything used in connection with the production of income from the Deed
Property and/or adapted for the use therein and/or which is described or reflected in this Security
Deed is, and at all times and for all purposes and in all proceedings, both legal or equitable,
shall be regarded as, part of the real estate irrespective of whether (a) any such item is
physically attached to the Improvements, (b) serial numbers are used for the better identification
of certain equipment items capable of being thus identified in a recital contained therein or in
any list filed with the Grantee, or (c) any such item is referred to or reflected in any financing
statement filed at any time. Similarly, the mention in any financing statement of (i) the rights in
or the proceeds of any fire and/or hazard insurance policy, or (ii) any award in eminent domain
proceedings for a taking or for loss of value, or (iii) the Grantor’s interest as lessor in any
present or future Lease or rights to income growing out of the use and/or occupancy of the
Property, whether pursuant to a Lease or otherwise shall never be construed as in anywise altering
any of the rights of Grantee as determined by this instrument or impugning the priority of
Grantee’s lien granted hereby or by any other recorded document, but such mention in said financing
statement is declared to be for the protection of Grantee in the event any court or judge shall at
any time hold with respect to (a), (b) and (c) above that notice of Grantee’s priority of interest
to be effective against a particular class of person, including, but not limited to, the federal
government, must be filed in the UCC records. For purposes of treating this Security Deed as a
security agreement and financing statement, Grantee shall be deemed to be the secured party and
Grantor shall be deemed to be the debtor.



ARTICLE V




LEASES AND RENTS




5.01 Grantor to Comply with Leases. Grantor will, at its sole cost and expense:




(a) Faithfully abide by, perform and discharge each and every obligation, covenant and
agreement under any Leases.




(b) Enforce or secure the performance of each and every obligation, covenant, condition
and agreement of each Lease by the tenants thereunder to be performed.




(c) Not borrow against, pledge or further assign any Rents due under any Leases.




(d) Not permit the prepayment of any Rents due under any Lease more than thirty (30)
days in advance nor anticipate, discount, compromise, forgive or waive any such Rents.




(e) Not waive, excuse, condone or in any manner release or discharge any tenants of or
from the obligations, covenants, conditions and agreements by said tenants to be performed
under the Leases. Notwithstanding the foregoing, Grantor shall be entitled to release or
discharge any tenants of or from the obligations, covenants, conditions and agreements with
respect to any of the Leases which is not a Major Lease (defined below) so long as Grantor’s
actions are consistent with reasonable and prudent business judgment and do not materially
diminish the value of the Leases and Rents as security for repayment of the Indebtedness
Secured Hereby.




(f) Except for lease renewals pursuant to the terms of existing leases as of the date
hereof, not enter into, materially modify, alter or waive any Lease or any part or provision
thereof, or terminate or cancel any Lease, or any part or provision thereof, except as
approved in advance and in writing from time to time by Grantee. Notwithstanding the
foregoing, Grantor shall be entitled to enter into, modify, amend, terminate (upon a default
by the tenant), compromise, discount or waive rents, or waive or excuse tenant performance
with respect to any of the Leases which is not a Major Lease (defined below) so long as
Grantor’s actions are consistent with reasonable and prudent business judgment and do not
materially diminish the value of the Leases and Rents as security for repayment of the
Indebtedness Secured Hereby. For the purpose of the foregoing, a “Major Lease” shall mean
any Lease in which the occupied space equals or exceeds 5,000 square feet.




(g) Promptly provide to Grantee executed copies of any Leases, and amendments, renewals
or modifications to Leases, entered into by Grantor from and after the date of this Security
Deed.




(h) Submit to Grantee for Grantee’s prior written approval any standard lease forms
that Grantor uses or intends to use in connection with the Property or Improvements.




(i) Deliver to Grantee a copy of each notice of default or breach given to Grantor, at
the same time as such notice is given to Grantor, regarding any Grantor default or breach
under any Lease.



5.02 Grantee’s Right to Perform under Leases. Should Grantor fail to perform, comply
with, or discharge any obligations of Grantor under any Lease or should Grantee become aware of or
be notified of a failure on the part of Grantor to so perform, comply with, or discharge its
obligations under said Lease, Grantee may, but shall not be obligated to, and without further
demand upon Grantor, and without waiving or releasing Grantor from any obligation contained in this
Security Deed, remedy such failure, and Grantor agrees to repay upon demand all sums incurred by
Grantee in remedying any such failure together with interest at the Default Rate (as defined under
the Note). All such sums, together with interest as aforesaid shall become additional Indebtedness
Secured Hereby, but no such advance shall be deemed to relieve the Grantor from any default
hereunder.



5.03 Absolute Assignment of Rents. Grantor does hereby absolutely and unconditionally
assign and transfer unto Grantee all of its right, title and interest in and to all existing and
future Leases and all of the Rents now due and which may hereafter become due, it being the
intention of this Security Deed to establish an absolute transfer and assignment of all such right,
title and interest under the Leases and all of the Rents unto the Grantee. The foregoing assignment
shall extend to and cover any and all extensions and renewals of existing and future Leases and to
any and all present and future rights against any guarantors of any such obligations.
Notwithstanding the foregoing assignment, Grantee shall not be obligated to perform or discharge
any obligation, duty or liability under any of the Leases, or under or by reason of the foregoing
assignment, and Grantor shall and does hereby agree to indemnify, defend and to hold Grantee
harmless for, from and against any liability, loss or damage which it might incur under any Lease
or under or by reason of the foregoing assignment and from any claims and demands whatsoever which
may be asserted against it by reason of any alleged obligation or undertaking on Grantee’s part to
perform or discharge any of the terms, covenants or agreements contained in the Leases; provided,
however, that Grantor shall not be obligated to indemnify and hold harmless Grantee from any
demands or claims caused solely by the gross negligence or willful misconduct of Grantee. In
pursuance of the foregoing assignment, and not in lieu thereof, Grantor shall, on demand, give
Grantee separate specific assignments of Rents and Leases covering some or all of the Leases, the
terms of such assignments being incorporated herein by reference. Grantor does hereby irrevocably
appoint Grantee its true and lawful attorney in its name and stead, which appointment is coupled
with an interest, to collect all Rents; provided, Grantee grants Grantor the revocable license and
privilege to collect the Rents unless and until an Event of Default occurs or exists under this
Security Deed or under the Note or any other Loan Document. During any period that Grantor’s
license to collect the Rents is in effect, Grantor shall hold all Rents collected by it in trust
for the benefit of Grantee and shall use them in the following order of priority:




(a) To payment of all attorney’s fees and professional fees incurred by Grantee and to
the reasonable fees of the independent contractor or receiver, if any, selected by Grantee
or approved by a court;




(b) To payment of all delinquent or current real estate taxes and special assessments
payable with respect to the Property, or if the Deed of Trust requires periodic escrow
payments for such taxes and assessments, to the escrow payments then due;




(c) To payment of all premiums then due for the insurance required by the provisions of
this Deed of Trust, or if the Deed of Trust requires periodic escrow payments for such
premiums to the escrow payments then due;




(d) To pay the costs of maintaining the Deed Property in the condition required under
Section 3.05 of this Security Deed;




(e) To pay the principal of (including prepayment premiums, if applicable, and late
charges, if any) and interest on the Indebtedness Secured Hereby and any other sums then due
and owing under the Note, this Security Deed or any of the other Loan Documents; and




(f) To pay the costs of performing or discharging any of Grantor’s other obligations
under this Security Deed.



Provided that no Event of Default then exists under the Note, this Security Deed or any of the
other Loan Documents (and no event has occurred that, with the giving of notice or the passage of
time would constitute such an Event of Default) after application of the Rents as provided in (a)
through (f) above, Grantor may retain any remaining Rents for its account. Upon an Event of Default
under this Security Deed or under the Note or any other Loan Documents, and whether before or after
the institution of proceedings to sell the Deed Property or foreclose this Security Deed or during
any period of redemption or reinstatement and without regard to waste, adequacy of the security or
solvency of the Grantor, Grantee may revoke the revocable license and privilege granted Grantor
hereunder to collect the Rents, and may, at its option, without notice in person or by agent, with
or without taking possession of or entering the Property, with or without bringing any action or
proceeding or by a receiver duly appointed, give, or require Grantor to give, notice to any or all
tenants under any Lease authorizing and directing the tenant to pay such Rents to Grantee, such
agent, or receiver as the case may be; collect all of the Rents; enforce the payment thereof and
exercise all of the rights of the landlord under any Lease and all of the rights of Grantee
hereunder; enter upon, take possession of, manage and operate the Deed Property, or any part
thereof; cancel, enforce or modify any Leases; fix or modify Rents; and do any acts which the
Grantee deems proper to protect the security hereof. Grantor hereby expressly consents in advance
to the appointment of a receiver applied for and selected by or for Grantee at any time upon or
after an Event of Default under this Security Deed, under the Note or under any other Loan
Documents whether or not foreclosure proceedings have been commenced or concluded and whether or
not a foreclosure sale has occurred. Any Rents collected shall be applied to the costs and expenses
of operation, management and collection, including reasonable attorneys’ fees, to the payment of
the fees and expenses of any agent or receiver so acting, to the costs incurred by the Grantee,
including attorneys’ fees, to the payment of taxes, assessments, insurance premiums and
expenditures for the management, repair and upkeep of the Deed Property, to the performance of
landlord’s obligations under any Leases and to the Indebtedness Secured Hereby and the Obligations
all in such order, amounts and manner as the Grantee may require. The entering upon and taking
possession of the Deed Property, the collection of such Rents and the application thereof as
aforesaid shall not cure or waive any Event of Default under this Security Deed or affect any
notice of default or invalidate any act done pursuant to such notice nor in any way operate to
prevent Grantee from pursuing any other remedy which it may now or hereafter have under the terms
of this Security Deed or any other security given for the Indebtedness Secured Hereby nor shall it
in any way be deemed to constitute Grantee to be a “mortgagee-in-possession.” Each Lease or short
form thereof, shall at Grantee’s option be filed for record in the local recording office of the
county where the Property is located. Also, to the extent required by the Grantee, each tenant
shall execute an estoppel certificate and acknowledge receipt of a notice of the assignment of its
Lease, all satisfactory in form and content to the Grantee.



ARTICLE VI




EVENTS OF DEFAULT AND REMEDIES




6.01 Events of Default. The occurrence of any of the following shall be an event of
default hereunder (“Event of Default”):




(a) Failure to pay the Indebtedness Secured Hereby or to make any payment of money or
to pay, perform or discharge any monetary or financial obligation or any other Obligation on
the date when the same is due in accordance with the terms of the Note, this Security Deed
or any other Loan Documents.




(b) Failure to deliver to Grantee any financial statements or reports as required
hereunder or under the Note or any other Loan Documents where such failure is not remedied
within fifteen (15) days after written notice of such failure.




(c) A default or an event of default under any other document or instrument that now or
hereafter evidences or secures payment of the Note, and the expiration of any applicable
cure period provided for therein.




(d) Transfer of title to the Property or Improvements or of any interest therein
(except for non-Major Leases made in the ordinary course of business at market rates and
terms), or any encumbrance thereof, without the prior written consent of Grantee, as
provided for in Section 3.13 above.




(e) Breach, incorrectness or untruth of any warranties or representations contained
herein, in the Note or any of the other Loan Documents where either: (i) such breach,
incorrectness or untruth is intentional or fraudulent; or (ii) whether or not such breach,
incorrectness or untruth is intentional or fraudulent, where such breach, incorrectness or
untruth of such representation or warranty would have a material adverse impact on Grantee,
Grantor, Grantor’s Business, the Deed Property, the ability of Grantor to pay or perform the
Indebtedness Secured Hereby or to pay or perform the Obligations, the ability of Grantor to
perform under the Loan Documents, or any rights, benefits, powers or privileges of Grantee
under this Security Deed, the Note or any of the other Loan Documents.




(f) A default or event of default under, or institution of foreclosure or other
proceedings to enforce, any second mortgage or junior security interest, lien or encumbrance
of any kind upon the Property or any portion thereof but nothing herein shall be deemed to
consent to or approve of any second or junior mortgage, security interest, lien or
encumbrance.




(g) Should Grantor, any other Person who is or may become liable for all or any part of
the Indebtedness Secured Hereby, or any of their successors and assigns, including, without
limitation, the then current owners of any interest in the Property:




(i) File a petition under the Federal Bankruptcy Code or any similar law, state
or federal, whether now or hereafter existing (hereafter referred to as a
“Bankruptcy Proceeding”); or




(ii) File or issue any answer or document admitting insolvency or inability to
pay its debts; or




(iii) Fail to obtain a vacation or stay of any involuntary Bankruptcy
Proceeding within 60 days after the date filed, as hereinafter provided; or




(iv) Be the subject of an order for relief against it in any Bankruptcy
Proceeding; or




(v) Have a custodian or trustee or receiver appointed for or have any court
take jurisdiction of its property, or the major part thereof, in any involuntary
proceeding for the purpose of reorganization, arrangement, dissolution, or
liquidation if such trustee or receiver shall not be discharged or if such
jurisdiction shall not be relinquished, vacated or stayed on appeal or otherwise
within 60 days; or




(vi) Make an assignment for the benefit of its creditors; or




(vii) Admit its inability to pay its debts generally as they become due; or




(viii) Consent to an appointment of a custodian, receiver or trustee of all of
its property, or the major part thereof.




(h) Should Grantor or any obligated Person take action to authorize any actions set
forth in (g) above.




(i) Any written representation or disclosure (excluding any financial projections) made
to Grantee by Grantor or any Guarantor in connection with or as an inducement to the making
of the loan evidenced by the Note shall prove to be false or misleading in any material
respect as of the time the same was made, whether or not any such representation or
disclosure appears as part of this Security Deed.




(j) The abandonment of the Property by Grantor.




(k) Changing Grantor’s name, identity, structure or the jurisdiction under which
Grantor is organized without Grantee’s prior written consent, or causing or permitting to
occur any other event that would require Grantee to file a new financing statement under the
UCC.




(l) Failure to procure and maintain insurance as provided herein or in any of the other
Loan Documents.




(m) An event that is specified in any provision of this Security Deed as constituting
an Event of Default.




(n) Failure to perform any of the other terms, covenants and conditions of the Note,
this Deed of Trust or any of the other Loan Documents, provided that such default shall have
continued for a period of 30 days after written notice of such default from Grantee, or, in
the event such performance cannot reasonably be completed within 30 days, for a period
reasonably necessary to complete such performance not exceeding a total of 60 days.




(o) Any other event not described above shall occur which, under this Security Deed, or
under the Note, or any other Loan Documents constitutes a default by Grantor hereunder or
thereunder or gives Grantee the right to declare the Indebtedness Secured Hereby or the
payment or performance of any of the Obligations, or any part thereof, to be immediately due
and payable.



6.02 Remedies. Upon or following the occurrence of any Event of Default Grantee shall
have, at a minimum, the following rights and remedies:




(a) Acceleration. Grantee may declare the entire Indebtedness Secured Hereby
(if not then due and payable) and the Obligations to be due and payable immediately, and
notwithstanding the stated maturity in the Note, or any of the Loan Documents, the
Indebtedness Secured Hereby and the Obligations, shall thereupon become and be immediately
due and payable.




(b) Entry. Without regard to the value of the security, Grantee in person or by
agent or by court-appointed receiver may enter upon, take possession of, manage and operate
the Deed Property or any part thereof and do all things necessary or appropriate in
Grantee’s sole, absolute, and uncontrolled discretion in connection therewith, including
without limitation making and enforcing, and if the same are subject to modification or
cancellation, modifying or canceling Leases upon such terms or conditions as Grantee deems
proper, obtaining and evicting tenants, and fixing or modifying Rents, contracting for and
making repairs and alterations, and doing any and all other acts which Grantee deems proper
to protect the security hereof; and either with or without so taking possession, in its own
name or in the name of Grantor, suing for or otherwise collecting and receiving the Rents,
including those past due and unpaid, and applying the balance after paying costs and
expenses of operation and collection, including attorneys’ fees, upon any Indebtedness
Secured Hereby or the Obligations, and in such order as Grantee may determine. Upon request
of Grantee, Grantor shall assemble and make available to Grantee at the site of the Property
any of the Deed Property which has been removed therefrom. The entering upon and taking
possession of the Deed Property, or any part thereof, or the collection of any Rents and the
application thereof as aforesaid shall not cure or waive any Event of Default theretofore or
thereafter occurring or affect any notice of default hereunder or invalidate any act done
pursuant to any such Event of Default or notice and, notwithstanding continuance in
possession of the Property or any part thereof by Grantee, Grantor or a receiver, and the
collection, receipt and application of the Rents, Grantee shall be entitled to exercise
every right provided for in this Security Deed and/or the other Loan Documents or by law or
in equity. Subject to any notice provisions and other provisions affording Grantor an
opportunity to cure defaults hereunder, any and all such actions may be taken by Grantee
irrespective of whether any notice of default or election to sell has been given hereunder
and without regard to the adequacy of the security for the Indebtedness Secured Hereby. The
exercise by Grantee of any of the remedies provided herein shall be deemed an acceleration
pursuant to subsection (a) of this Section 6.02.




(c) Judicial Action. Grantee may bring an action in any court of competent
jurisdiction to foreclose this Security Deed or to enforce any of the covenants and
agreements hereof which are specifically enforceable, and seek damages for the breach of
other covenants and agreements.




(d) Power of Sale. Grantee may elect to cause the Deed Property or any part
thereof to be sold as follows:




(i) Grantee may proceed as if all of the Deed Property were real property, in
accordance with sub-subsection (iii) below, or Grantee may elect to dispose of the
Personalty in accordance with sub-subsection (ii) below, separate and apart from the
sale of the remainder of the Deed Property.




(ii) Grantee may dispose of any of the Personalty in any manner now or
hereafter permitted by the UCC, or in accordance with any other remedy provided by
law. Both Grantor and Grantee shall be eligible to purchase any part or all of such
Personalty at any such disposition. Any such disposition may be either public or
private, as Grantee may so elect, subject to the provisions of the UCC. Grantee
shall give Grantor at least ten days prior written notice of the time and place of
any public sale or other disposition of the Personalty or of the time at or after
which any private sale or any other intended disposition is to be made, and such
notice shall constitute commercially reasonable notice to Grantor.




(iii) Grantee may elect to sell the Property, Fixtures, Improvements, Rents and
Leases and any Personalty Grantee has elected to treat as real property pursuant to
the UCC, or any part thereof under the power of sale herein granted in any manner
permitted by applicable law. Upon such election, Grantee is specifically authorized
and empowered to sell and dispose of such property at public auction on the steps
of, or at the usual place for conducting sales at, the courthouse in the County in
which such property, or any part thereof, is located, to the highest bidder for
cash, after advertising the time, terms and place of such sale once a week for four
consecutive weeks immediately preceding such sale (but without regard to the number
of days intervening between the date of publication of the first advertisement and
the date of sale) in a newspaper of general circulation in which the sheriff’s sales
are advertised in such county, all other notice being hereby waived by Grantor.
Grantee, its agents, representatives, successors and assigns, may bid and purchase
(and, in lieu of paying cash therefore, may make settlement for the purchase price
by crediting against the Obligations the amount of the bid made therefore, after
deducting therefrom the expenses of the sale, the cost of any enforcement proceeding
hereunder, and any other sums which Grantee is authorized to deduct under the terms
hereof, to the extent necessary to satisfy such bid) at such sale and conveyance of
such property in fee simple, which conveyance shall contain recitals as to the
default upon which the execution of the power of sale herein granted depends, and
Grantor hereby constitutes and appoints Grantee the true and lawful attorney in fact
of Grantor to make such recitals, sale and conveyance, and all of the acts of
Grantee as such attorney in fact are hereby ratified and confirmed. Grantor agrees
that such recitals shall be binding and conclusive upon Grantor and that the
conveyance to be made by Grantee shall divest Grantor of all right, title, interest,
equity and right of redemption, including any statutory redemption, in and to such
property. Grantee shall collect the proceeds of such sale, and after reserving
therefrom the entire Indebtedness Secured Hereby (including reasonable attorneys’
fees actually incurred) and all costs and expenses of such sale, shall pay any
surplus to Grantor, all as provided by law. The power and agency hereby granted are
coupled with an interest and are irrevocable by death or dissolution, or otherwise,
and are in addition to any and all other remedies which Grantee may have hereunder,
at law or in equity.



6.03 Proceeds of Sale. Unless otherwise required by applicable law (Grantor hereby
waives any contrary provisions of Georgia law), the proceeds of any sale made under or by virtue of
Section 6.02, together with all other sums which then may be held by Grantee under this Security
Deed whether under the provisions of this Article VI or otherwise, shall be applied as follows:



FIRST: To the payment of the costs and expenses of any such sale, including the payment of
Grantee’s reasonable attorney’s fees, actually incurred; to the payment of all expenses,
liabilities and advances made or incurred by Grantee under this Security Deed, together with
interest on all advances made by Grantee at the Default Rate (as defined in the Note).



SECOND: To the payment of any and all sums expended by Grantee under the terms of the Loan
Documents, not then repaid, and all other sums (except advances of principal and interest thereon)
required to be paid by Grantor pursuant to any provisions of this Security Deed, the Note or any of
the other Loan Documents, together with interest thereon at the Default Rate (as defined under the
Note).



THIRD: To the payment of the entire Indebtedness Secured Hereby and the amount of the
Obligations with interest thereon at the Default Rate (as defined under the Note) until the same is
paid in full.




FOURTH: The remainder, if any, to the Person or Persons legally entitled thereto.



6.04 Waiver of Marshaling. Grantor, for itself and for all persons hereafter claiming
through or under it or who may at any time hereafter become holders of liens junior to the lien and
interest of this Security Deed, hereby expressly waives and releases all rights (except as may be
granted by the statutes of the State of Georgia and that cannot be waived by Grantor) to direct the
order in which any of the Deed Property shall be sold in the event of any sale or sales pursuant
hereto and to have any of the Deed Property and/or any other property now or hereafter constituting
security for any of the Indebtedness Secured Hereby or the Obligations marshaled upon any
foreclosure of this Security Deed or the holding of a Grantee’s sale hereunder, or of any other
security for any of said indebtedness.



6.05 Remedies Cumulative. No remedy herein conferred upon or reserved to Grantee is
intended to be exclusive of any other remedy herein or by law provided, but each shall be
cumulative and shall be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute. No delay or omission of Grantee to exercise any right
or power accruing upon any Event of Default shall impair any right or power or shall be construed
to be a waiver of any Event of Default or any acquiescence therein; and every power and remedy
given by this Security Deed to Grantee may be exercised from time to time as often as may be deemed
expedient by Grantee. If there exists additional security for the payment of the Indebtedness
Secured Hereby or the payment or performance of the Obligations, Grantee at its sole option, and
without limiting or affecting any of its rights or remedies hereunder, may exercise any of the
rights and remedies to which it may be entitled hereunder either concurrently with whatever rights
and remedies it may have in connection with such other security or in such order as it may
determine. Any application of any amounts or any portion thereof held by Grantee at any time as
additional security hereunder, to any of the Indebtedness Secured Hereby or any of the Obligations
shall not extend or postpone the due dates of any payments due from Grantor to Grantee hereunder or
under the Note or any of the other Loan Documents, or change the amounts of any such payments or
otherwise be construed to cure or waive any Event of Default or notice of default hereunder or
invalidate any act done pursuant to any such Event of Default or notice.



6.06 Waivers by Grantor.



(a) Except as otherwise expressly set forth herein, Grantor and all Persons who are or may be
or become liable to pay all or any part of the Indebtedness Secured Hereby waive any requirements
of presentment, demands for payment, notices of nonpayment or late payment, protest, notices of
protest, notices of dishonor and all other formalities. Grantor and all Persons who are or may
become liable to pay all or any part of the Indebtedness Secured Hereby waive all rights and/or
privileges it or they might otherwise have for redemption or reinstatement, or to require Grantee
to proceed against or exhaust the assets encumbered hereby or by any other Loan Document or
instrument securing the Note or the Obligations or to proceed against any Person who is or may
become liable to pay all or any part of the Indebtedness Secured Hereby, or to pursue any other
remedy available to Grantee in any particular manner or order under the legal or equitable doctrine
or principle of marshalling and/or suretyship, and further agree that Grantee may proceed against
any or all of the assets encumbered hereby or by any other Loan Document, in such order and manner
as Grantee in its sole discretion may determine.



(b) GRANTOR HEREBY EXPRESSLY: (1) ACKNOWLEDGES THE RIGHT TO ACCELERATE THE INDEBTEDNESS
SECURED HEREBY AND THE POWER OF ATTORNEY GIVEN IN THIS SECURITY DEED TO GRANTEE TO SELL THE DEED
PROPERTY BY NONJUDICIAL FORECLOSURE UPON DEFAULT, WITHOUT ANY JUDICIAL HEARING AND WITHOUT ANY
NOTICE OTHER THAN SUCH NOTICE (IF ANY) AS IS SPECIFICALLY REQUIRED TO BE GIVEN UNDER THE PROVISIONS
OF THIS SECURITY DEED; (2) WAIVES ANY AND ALL RIGHTS WHICH GRANTOR MAY HAVE UNDER THE FIFTH AND
FOURTEENTH AMENDMENTS TO THE CONSTITUTION OF THE UNITED STATES, THE VARIOUS PROVISIONS OF THE
CONSTITUTIONS FOR THE SEVERAL STATES, OR BY REASON OF ANY OTHER APPLICABLE LAW, TO NOTICE AND TO
JUDICIAL HEARING PRIOR TO THE EXERCISE BY GRANTEE OF ANY RIGHT OR REMEDY PROVIDED TO GRANTEE,
EXCEPT SUCH NOTICE (IF ANY) AS IS SPECIFICALLY REQUIRED TO BE GIVEN UNDER THE PROVISIONS OF THIS
SECURITY DEED OR UNDER APPLICABLE LAW; (3) ACKNOWLEDGES THAT GRANTOR HAS READ THIS SECURITY DEED
AND HAS BEEN AFFORDED THE OPPORTUNITY TO CONSULT WITH COUNSEL OF GRANTOR’S CHOICE CONCERNING THE
PROVISIONS OF THIS SECURITY DEED PRIOR TO EXECUTING THE SAME; (4) ACKNOWLEDGES THAT ALL WAIVERS OF
THE AFORESAID RIGHTS HAVE BEEN MADE KNOWINGLY, INTENTIONALLY AND WILLINGLY; AND (5) AGREES THAT
GRANTOR’S RIGHT TO NOTICE SHALL BE LIMITED TO THOSE RIGHTS (IF ANY) SPECIFIED IN THIS SECURITY
DEED.



6.07 Additional Rights and Remedies. In the event Grantor fails or refuses to
surrender possession of the Deed Property after any sale, Grantor shall be deemed a tenant at
sufferance, subject to eviction by means of forcible entry and detainer proceedings, provided that
this remedy is not exclusive or in derogation of any other right or remedy available to Grantee.



ARTICLE VII




MISCELLANEOUS




7.01 Taxation of Note and Security Deed. If at any time before the Indebtedness
Secured Hereby is fully paid and the Obligations fully paid and performed, any law be enacted,
deducting from the value of real estate, for the purposes of taxation, any lien thereon, or
revising or changing in any way the laws now in force for the taxation of deeds of trust or bonds,
or the debts secured hereby, for state or local purposes, or the manner of collection of such
taxes, so as to affect adversely this Security Deed or the Indebtedness Secured Hereby, or the
owner and holder thereof in respect thereto, then this Security Deed and the Indebtedness Secured
Hereby and the Obligations shall at the option of Grantee without notice to any party, become
immediately due and payable. If any such law should be enacted and to the extent permitted by such
law, Grantor shall have the opportunity of paying to Grantee the amount of any additional cost or
taxes to Grantee from such law. Grantor, upon demand by the Grantee, shall pay such taxes or
assessments, or reimburse Grantee therefor, in which case Grantee shall not have the right to
declare the Indebtedness Secured Hereby and the Obligations to be immediately due and payable;
provided, however, that Grantor shall not have the right to pay to or reimburse Grantee for such
taxes or assessments if in the opinion of counsel for Grantee: (a) it might be unlawful to require
Grantor to make such payment; or (b) the making of such payment might result in the imposition of
interest beyond the maximum amount permitted by law. In such event, Grantee may elect, by notice in
writing given to Grantor, to declare all of the Indebtedness Secured Hereby and the Obligations to
be and become due and payable sixty (60) days from the giving of such notice. Notwithstanding the
foregoing, it is understood and agreed that Grantor shall not be obligated to pay any portion of
Grantee’s state and/or federal income tax.




7.02 Non-Waiver.




(a) By accepting payment of any sum secured hereby after its due date or altered
performance of the Indebtedness Secured Hereby or any of the Obligations, Grantee shall not
waive its right against any person obligated directly or indirectly hereunder or with
respect to any Indebtedness Secured Hereby or any Obligations, either to require prompt
payment when due of all other sums so secured or to take remedy for failure to make such
prompt payment or full or unaltered performance. No exercise of any right or remedy by
Grantor or Grantee hereunder shall constitute a waiver of any other right or remedy herein
contained or provided by law.




(b) No delay or omission of Grantor or Grantee in the exercise of any right, power or
remedy accruing hereunder or arising otherwise shall impair any such right, power or remedy,
or be construed to be a waiver of any default or acquiescence therein.




(c) Receipt of Rents, awards, and any other monies or evidences thereof, pursuant to
the provisions of this Security Deed and any disposition of the same by Grantee shall not
constitute a waiver of the right of foreclosure or a Grantee’s sale by or Grantee upon the
occurrence of an Event of Default or failure of performance by Grantor of any covenant or
agreement contained herein, in the Note, or in any of the other Loan Documents.



7.03 Protection of Security. Should Grantor fail to make any payment or to perform
any covenant as herein provided, Grantee (but without obligation so to do and without notice to or
demand upon Grantor and without releasing Grantor from any obligation hereon) may: (a) make or do
the same in the manner and to such extent as Grantee may deem necessary to protect the security
hereof, Grantee being authorized to enter upon the Deed Property for such purposes; (b) commence,
appear in and defend any action or proceeding purporting to affect the security hereof or the
rights or powers of Grantee; or (c) pay, purchase, contest, or compromise any encumbrance, charge
or lien which in the reasonable judgment of Grantee is prior or superior hereto and, in exercising
any such power, incur any liability and expend whatever amounts in its reasonable discretion may
deem necessary therefor, including cost of evidence of title and counsel fees. Any expenditures in
connection herewith shall constitute an advance hereunder and shall be immediately due and payable
upon demand and shall bear interest from the date made until paid at the Default Rate (as defined
under the Note).



7.04 Rule of Construction. When the identity of the parties hereto or other
circumstances make it appropriate, as used in this Security Deed, any gender shall include any
other gender, and the singular number shall include the plural. The headings of each article,
section or subsection herein are for information and convenience only and do not limit or construe
the contents of any provision hereof. The language in all parts of this Security Deed shall be in
all cases construed simply, according to its fair meaning and not for or against Grantor or
Grantee, regardless of which party drafted the particular language that is being construed, both
parties having been represented by adequate counsel.



7.05 Severability. If any term of this Security Deed or the application thereof to
any Person or circumstances, shall to any extent be invalid or unenforceable, the remainder of this
Security Deed or the application of such term to Persons or circumstances other than those as to
which it is invalid or unenforceable shall not be affected thereby, and each term of this Security
Deed shall be valid and enforceable to the full extent permitted by law.



7.06 Successors In Interest. This Security Deed applies to, inures to the benefit of,
and is binding not only on the parties hereto, but also on their heirs, executors, administrators,
successors and assigns (but nothing herein shall be construed as or deemed to constitute Grantee’s
consent to any sale, transfer or conveyance of the Deed Property or any interest in Grantor). All
obligations of Grantor hereunder and any Persons who are or may become liable to pay the
Indebtedness Secured Hereby or any portion thereof are joint and several.



7.07 Notices. All notices to be given by Grantee or by to Grantor or by Grantor to
Grantee pursuant to this Security Deed shall be sufficient if delivered to a nationally recognized
overnight delivery service, addressed to the following described addresses of the parties hereto,
or to such other address as a party may request in writing: (1) If to Grantor, then at its address
first set forth above in this Security Deed; and (2) if to Grantee, then to 5400 University Avenue,
West Des Moines, Iowa 50266, Attn: Real Estate and Commercial Mortgage Manager; with a copy to
Morain & Pugh, P.L.C., 5400 University Avenue, West Des Moines, Iowa 50266. Any time period
provided in the giving of any notice hereunder shall commence upon, and any notice given in
accordance herewith shall be effective upon, the date delivered to said overnight delivery service.



7.08 Modifications. This Security Deed may not be amended, modified or changed nor
shall any waiver of any provision hereof be effective, except only by an instrument in writing and
signed by the party against whom enforcement of any waiver, amendment, change, modification or
discharge is sought.



7.09 Governing Law. This Security Deed shall be construed according to and governed
by the laws of the State of Georgia (excluding conflicts of law rules).



7.10 Waiver of Jury Trial. After consultation with counsel, Grantor and any Person
who is or may become liable to pay or perform the Indebtedness Secured Hereby or any of the
Obligations (or portions thereof) hereby knowingly, voluntarily, and intentionally waive, to the
fullest extent permitted by applicable law, any right Grantor or any Person who is or may become
liable to pay or perform the Indebtedness Secured Hereby or any of the Obligations (or portions
thereof) may have to a trial by jury with respect to any litigation based upon this Security Deed,
or arising out of, under or in connection with the Note, any other Loan Documents, or any other
instrument relating to the subject matter hereof or any course of conduct, course of dealing,
statements (whether verbal or written) or action of Grantee, of Grantor, or of any Person who is or
may become liable to pay or perform the Indebtedness Secured Hereby or any one or more of the
Obligations and acknowledges that this provision is a material inducement for the Grantee making
the loan evidenced by the Note.



7.11 Captions. The captions set forth at the beginning of the various Sections of
this Security Deed are for convenience only and shall not be used to interpret or construe the
provisions of this Security Deed.



7.12 Grantor Not Released. Extension of the time for payment or modification of the
terms of payment of any sums secured by this Security Deed granted by Grantee to any successor in
interest of Grantor shall not operate to release, in any manner, the liability of the original
Grantor. Grantee shall not be required to commence proceedings against such successor or refuse to
extend time for payment or otherwise modify the terms of payment of the sums secured by this
Security Deed by reason of any demand made by the original Grantor. Without affecting the liability
of any person, including Grantor, for the payment of any Indebtedness Secured Hereby, or the lien
and interest of this Security Deed on the remainder of the Deed Property for the full amount of any
such indebtedness unpaid, Grantee are empowered as follows: Grantee may from time to time and
without notice: (a) release any person liable for the payment of any of the Indebtedness Secured
Hereby or the Obligations, (b) extend the time or, with the consent of Grantor, otherwise alter the
terms of payment of any of the Indebtedness Secured Hereby or the Obligations, (c) accept
additional real or personal property of any kind as security therefor, whether evidenced by deeds
of trust, mortgages, security agreements or any other instruments of security, or (d) alter,
substitute or release any property securing the Indebtedness Secured Hereby or the Obligations.
Grantee may, at any time, and from time to time, upon the written request of Grantee (i) consent to
the making of any map or plat of the Property or any part thereof, (ii) join in granting any
easement or creating any restriction thereon, (iii) join in any subordination or other agreement
affecting this Security Deed or the lien or charge hereof, or (iv) reconvey, without any warranty,
all or any part of the Deed Property.



7.13 Statute of Limitations. The pleading of any statute of limitations as a defense
to any and all obligations secured by this Security Deed is hereby waived by Grantor to the full
extent permitted by law.



7.14 Consent. Wherever any consent or approval of Grantee is required hereunder,
then, unless otherwise specifically provided herein, such consent or approval may be given or
withheld in Grantee’s sole and absolute discretion. The granting or withholding of consent by
Grantee to any transaction as required by the terms hereof shall not be deemed a waiver of the
right to require consent to future or successive transactions.



7.15 Concerning Information Supplied, Representations and Warranties. Grantor
warrants that all documents and all information supplied or hereafter supplied to Grantee
concerning Grantor or the Deed Property are and will continue to be true, correct, complete and
without material adverse change until the Indebtedness Secured Hereby and all Obligations have been
paid and performed in full. Grantor agrees to promptly notify Grantee in writing of any material
adverse changes in any of the foregoing. All representations, warranties, covenants and agreements
of Grantor made herein or in any certificate or other documents delivered to Grantee by or on
behalf of Grantor or any Guarantor shall be deemed to have been relied upon by Grantee
notwithstanding any investigation heretofore or hereafter made by Grantee or on its behalf, and
shall continue in full force and effect as long as any of the Indebtedness Secured Hereby remains
unpaid or any of the Obligations remain unpaid or unperformed.



7.17 Further Assurances. Grantor will, upon request of Grantee, promptly correct any
defect, error or omission which may be discovered in the contents of this Security Deed or in the
execution or acknowledgment hereof, and will execute, acknowledge and deliver such further
instruments and do such further acts as may be necessary or as may be reasonably requested by
Grantee to carry out more effectively the purposes of this Security Deed, to subject to the lien,
interest and security interest hereby created any of Grantor’s properties, rights or interests
covered or intended to be covered hereby, and to perfect and maintain such interests, lien and
security interests.



7.18 Attorneys’ Fees. In the event that it becomes necessary for Grantee to employ
legal counsel or to take legal action to collect the Indebtedness Secured Hereby or the Obligations
or otherwise to enforce any provision hereof, or to protect any of Grantee’s rights hereunder,
Grantor and all Persons who are or may become liable to pay or perform all or part of the
Indebtedness Secured Hereby and/or any one or more of the Obligations agree to pay to Grantee, in
addition to taxable costs of any legal proceeding or action, reasonable attorneys’ fees actually
incurred by Grantee, and all costs of preparation and conduct of such proceedings, including costs
of title searches, grantee sale guaranties and title policy commitments, all of which shall be a
lien upon the Deed Property, secured by this Security Deed and shall bear interest from the date of
expenditure by Grantee until paid at the Default Rate (as defined under the Note); provided,
however, such attorneys’ fees actually incurred shall not exceed attorneys’ fees provided for in
O.C.G.A. §13-1-11.



7.19 Subrogation. Grantee shall be subrogated to the lien notwithstanding its release
of record, of any prior mortgage, deed of trust, deed to secure debt, or other lien or encumbrance
paid or discharged from the proceeds of the Note or from any other advance made by Grantee.



7.20 No Merger. It being the desire and intention of the parties hereto that this
Security Deed and the lien and interest hereof do not merge in fee simple title to the Deed
Property, it is hereby understood and agreed that should the Grantee acquire an additional or other
interests in or to the Deed Property or the ownership thereof, then, unless a contrary intent is
manifested by the Grantee as evidenced by an express statement to that effect in appropriate
document duly recorded, this Security Deed and the lien and interest hereof shall not merge in the
fee simple title, toward the end that this Security Deed may be foreclosed as if owned by a
stranger to the fee simple title. Further, it is not the intention of the parties that any
obligation of Grantor to pay or to reimburse Grantee for costs and expenses, including attorneys’
fees and costs, be merged in any foreclosure judgment or the conclusion of any other enforcement
action, and all such obligations shall survive the entry of any foreclosure judgment or the
conclusion of any other enforcement action.



7.21 Grantee Not a Joint Venturer or Partner. Grantor and Grantee acknowledge and
agree that in no event shall Grantee be deemed to be a partner or joint venturer or member of a
joint enterprise with Grantor. Without limitation of the foregoing, Grantee shall not be deemed to
be such partner or joint venturer on account of its becoming a grantee-in-possession or exercising
any rights pursuant to this Security Deed, the Note or any of the other Loan Documents.



7.22 No Third Party Benefits. This Security Deed, the Note and the other Loan
Documents are made for the sole benefit of Grantor and Grantee, and no other party shall have any
legal interest of any kind under or by reason of any of the foregoing. Whether or not Grantee
elects to employ any or all of the rights, powers or remedies available to it under any of the
foregoing, Grantee shall have no obligation or liability of any kind to any third party by reason
of any of the foregoing or any of Grantee’s actions or omissions pursuant thereto or otherwise in
connection with this Security Deed.



7.23 No Offset. All sums comprising the Indebtedness Secured Hereby or the
Obligations payable by Grantor shall be paid without notice, demand, offset, deduction,
counterclaim, defense, abatement, suspension, diminution or reduction. Grantor’s obligation to do
so shall not be released, discharged or otherwise diminished by reason of: (a) any damage to or
destruction of, or any condemnation or similar taking of, the Deed Property or any portion thereof;
(b) any restriction or prevention of, or interference with, the use of the Deed Property or any
portion thereof; (c) any title defect or encumbrance, or any eviction from the Deed Property or any
portion thereof by the holder of superior title or otherwise; (d) any bankruptcy, insolvency,
reorganization, composition, dissolution, liquidation or similar proceeding relating to Grantor or
Grantee, or any action taken with respect to this Security Deed by any trustee or receiver of
Grantor or Grantee, or by any court, in any such proceeding; (e) any claim that Grantor may now or
in the future have against Grantee; (f) any default or failure on the part of Grantee to perform or
comply with any of the terms of this Security Deed or any other agreement with Grantor; or (g) any
other similar occurrence.



7.24 Maximum Interest Payable. Notwithstanding anything to the contrary contained in
this Security Deed, the Note, or any other Loan Document, Grantor shall not be obligated to pay,
and Grantee shall not be entitled to charge, collect, receive, reserve, or take, interest (it being
understood that “interest” shall be calculated as the aggregate of all charges which constitute
interest under applicable law that are contracted for, charged, reserved, received, or paid) in
excess of the maximum non-usurious interest rate, as in effect from time to time, which may be
charged, contracted for, reserved, received, or collected by Grantee in connection with this
Security Deed, the Note and the other Loan Documents (such rate, the “Highest Lawful Rate”).
During any period of time in which the interest rates specified herein exceed the Highest Lawful
Rate, interest shall accrue and be payable at the Highest Lawful Rate; provided that, if the
interest rates decline below the Highest Lawful Rate, interest shall continue to accrue and be
payable at the Highest Lawful Rate (so long as there remains any unpaid principal with respect to
the loan evidenced hereby) until the interest that has been paid equals the amount of interest that
would have been paid if interest had at all times accrued and been payable at the applicable
interest rates specified herein. If, for any reason, the Grantee receives anything of value as
interest or anything deemed interest by applicable law under this Security Deed, the Note, any of
the other Loan Documents, or otherwise that results in Grantee receiving interest in an amount in
excess of the Highest Lawful Rate, then the amount of such excess shall be applied to the reduction
of the principal amount owing hereunder or on account of any other indebtedness of Grantor to
Grantee, and not to the payment of interest. If, however, the amount of such excess exceeds the
unpaid principal balance of all indebtedness of Grantor to Grantee such amount shall be refunded to
Grantor. In determining whether or not the interest paid or payable with respect to any
indebtedness of Grantor to Grantee exceeds the Highest Lawful Rate, Grantor and Grantee shall: (i)
characterize any non-principal payment as an expense, fee or premium rather than as interest; (ii)
exclude voluntary prepayments and the effects thereof; (iii) amortize, prorate, allocate and spread
the total amount of interest throughout the actual term of such indebtedness so that it does not
exceed the maximum amount permitted by applicable law; or (iv) allocate interest between portions
of such indebtedness so that, to the greatest extent possible, no such portion shall bear interest
at a rate greater than the maximum rate permitted by applicable law. For purposes of this Section,
the term “applicable law” means the internal laws of the State of Georgia, but, to the extent,
contrary to the express intent of the parties, such choice of law is found to be inapplicable to
this Security Deed, then “applicable law” shall mean that law in effect from time to time and
applicable to this loan transaction which lawfully permits the charging and collection of the
highest permissible, lawful, non-usurious rate of interest on such loan transaction and this
Security Deed, and, to the extent controlling, laws of the United States of America.



7.25 Participation. Grantor acknowledges that Grantee may wish, and shall have the
right, to have one or more participants (and to sell participation interests) in the rights of
Grantee under the Note, this Security Deed and the other Loan Documents or any one or more of them.
Grantor agrees that, if so requested by Grantee, it will cause all insurance policies, bonds,
binders and commitments (including, without limitation, casualty insurance and title insurance)
required by this Security Deed to be delivered to Grantee to name as additional insureds or
obligees such participants as Grantee may request. Unless Grantor consents in writing to the
contrary, despite any participation in the Notes, this Security Deed or the other Loan Documents,
or any one or more of them, Grantor shall be entitled to deal directly with the Grantee and need
not deal directly with any participant of Grantee in all matters relating to the foregoing. The
participation of any additional participants shall not result in any expense to Grantor.



7.26 Accounts. To the extent that the Uniform Commercial Code — Secured Transactions
does not apply to the Reserves or the proceeds thereof, Grantor hereby pledges and assigns to
Grantee all of its right, title and interest in and to the Reserves and the proceeds thereof as
additional security for the payment of the Indebtedness Secured Hereby and the payment and
performance of the Obligations.



7.27 Integration. This Security Deed (and, to the extent referred to herein, the Note
and the other Loan Documents) constitutes the full and complete integrated agreement with respect
to the subject matter hereof and supersedes any prior or contemporaneous oral or written
agreements, including, but not limited to, that certain commitment letter dated October 25, 2007
from Grantee to CBRE Capital Markets as modified and supplemented (the “Commitment Letter”).
Grantor acknowledges that the Commitment Letter may contain terms and provisions different than or
in addition to those set forth in this Security Deed, the Note or the other Loan Documents and that
this Security Deed, the Note or the other Loan Documents may contain provisions not set forth in
the Commitment Letter. By signing this Security Deed, Grantor agrees that any such different or
additional terms or provisions are superseded by the provisions of this Security Deed, the Note and
the other Loan Documents (except that nothing in the foregoing shall supersede any provisions of
the Commitment Letter obligating Grantor to pay or reimburse to Grantee any fees, deposits, costs
or expenses in connection with the loan made by Grantee to Grantor that is evidenced by the Note
and such provisions shall remain binding on Grantor).



7.28 Attorneys’ Fees. Notwithstanding anything to the contrary contained herein, all
references herein and in any of the Loan Documents to attorneys’ fees shall be deemed to refer to
attorneys’ fees actually incurred and not to statutory attorneys’ fees under O.C.G.A. § 13-1-11.



7.29 Waiver of Co-Tenancy Rights. In the event the Property is held in a joint
tenancy or a tenancy in common, Grantor, and each party comprising Grantor, hereby waives all of
their respective co-tenancy rights provided at law or in equity for tenants in common between,
among or against each other, including, without limitation, any right to partition the Deed
Property.



7.30 Counterparts. This instrument may be executed in several counterparts, which
together shall constitute one and the same instrument.



7.31 Waiver of Jury Trial. THE PARTIES HERETO, AFTER CONSULTING OR HAVING HAD THE
OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN ANY
LITIGATION BASED ON OR ARISING OUT OF THIS AGREEMENT OR INSTRUMENT, OR ANY RELATED INSTRUMENT OR
AGREEMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY COURSE OF CONDUCT, DEALING,
STATEMENTS, WHETHER ORAL OR WRITTEN, OR ACTION OF ANY PARTY HERETO. NO PARTY SHALL SEEK TO
CONSOLIDATE BY COUNTERCLAIM OR OTHERWISE, ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED
WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THESE PROVISIONS
SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY ANY PARTY HERETO EXCEPT
BY A WRITTEN INSTRUMENT EXECUTED BY ALL PARTIES.



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ARTICLE VIII




LIMITATIONS OF LIABILITY




8.01 Deficiency. Anything contained in any provision of this Security Deed to the
contrary notwithstanding (but subject to subsection 8.02 below), if any foreclosure proceeding is
brought under the provisions of this Security Deed or otherwise to enforce such provisions or those
of the Note, or if Grantor is otherwise in default under this Security Deed, the Grantee shall not
be entitled to take any action to procure any money judgment or any deficiency decree against
Grantor, it being understood and agreed that Grantee’s recourse hereunder and under the Note shall
be limited to Grantor’s interest in the Deed Property, land, Improvements, furnishings, Fixtures,
equipment and other real and personal property encumbered by or on which an interest or a security
interest, lien or encumbrance is granted or taken pursuant to this Security Deed and other Loan
Documents, as well as to the enforcement of the lien and interest created by this Security Deed and
to the Collateral and other security held by the Grantee; provided, however, that
nothing in the provisions of this Article VIII shall be deemed to limit, alter or impair the
enforceability of the rights and remedies of Grantee hereunder or under any such provisions,
against the Deed Property or against any other property which may from time to time be given to
Grantee as security for the performance of Grantor’s obligations hereunder or under the provisions
of the Note or any other Loan Document, nor shall any provision of this Article VIII alter, impair
or affect the personal liability of any Person who is or may be or become liable to pay or perform
all or any part of the Indebtedness Secured Hereby or any of the Obligations.



8.02 Recourse. Notwithstanding the provisions of subsection 8.01, Maker shall be
liable for, and subject to, judgments, money deficiency judgments and decrees solely arising from
and solely to the extent of any loss, cost, expense or damage suffered by Grantee as a result of or
in connection with any one or more of the following:




(a) Grantor applying any insurance or condemnation proceeds other than as permitted
under the Security Deed;




(b) any act of fraud of Grantor (or any trustee, beneficiary, shareholder, member, or
general partner of Grantor) or any fraudulent statement contained herein, in the Note or in
any of the other Loan Documents or in any other agreement, certificate or instrument
delivered pursuant thereto or in connection therewith;




(c) any material misrepresentation of Grantor or any trustee, beneficiary, shareholder,
member or general partner of Grantor that results in a material diminution of the value of
the Building or any intentional material misrepresentation contained herein, in the Note or
in any of the other Loan Documents or in any other agreement, certificate or instrument
delivered pursuant to or in connection therewith;




(d) Grantor collecting Rents more than one (1) month in advance or failing to apply
Rents in the manner and for the purposes provided for herein and in any other Loan Document;




(e) Grantor misapplying any security deposits made under any Lease;




(f) Grantor failing to comply with the Section 3.19 above or any other provision hereof
or of any other Loan Document relating to compliance with Applicable Environmental Laws
and/or Legal Requirements;




(g) any diminution in value of the Deed Property arising from the waste (either actual
or permissive) of Grantor;




(h) the amount of any deductible amount under a policy of insurance relating to the
Deed Property;




(i) the failure of Grantor to maintain in effect any insurance required under this
Security Deed or the failure of Grantor to pay any taxes and/or assessments required to be
paid under this Security Deed or under any other Loan Documents;




(j) an earthquake affecting the Deed Property;;




(k) the filing by Grantor of any voluntary petition for bankruptcy, reorganization or
arrangement pursuant to federal or state law, or the consent to or acquiescence in such
filing by or with respect to Grantor, or if Grantor shall institute any proceeding for the
dissolution or liquidation of Grantor, or if Grantor shall make an assignment for the
benefit of creditors;




(l) Grantor making any payment to any person to the extent such payment shall be deemed
to be a fraudulent conveyance under applicable laws;




(m) Grantor making, directly or indirectly, any unauthorized transfers of any interest
in the Deed Property as provided in this Security Deed;




(n) Grantor making any amendments to Major Leases which change the rental rates, the
reimbursements, the term of the Lease or the obligations of the landlord;




(o) the failure of the Improvements to have been constructed in accordance with the
requirements of any applicable condition, covenant or restriction of record encumbering the
Deed Property; and




(p) any and all costs and expenses, including attorneys’ fees and expenses, incurred by
Grantee in connection with the enforcement of any of the foregoing recourse provisions.



Further, nothing herein contained shall be deemed to limit, vary, modify or amend any obligation
owed to Grantee under that certain Environmental Certification and Indemnity Agreement of even date
herewith executed by Grantor in favor of Grantee.



[Remainder of page intentionally left blank, signature page follows]




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IN WITNESS WHEREOF, Grantor has caused this instrument to be executed under seal and delivered
as of the date first written above.



	 	 	 
	Signed, sealed and

delivered in the

presence of:

/s/ Phil C. Han

Unofficial Witness

/s/ Tracy Liu

Unofficial Witness

	 	



NNN HEALTHCARE/OFFICE REIT NORTHMEADOW, LLC, a

Georgia limited liability company

By: /s/ Shannon K S Johnson (Seal)

Name: Shannon K S Johnson

Title: Authorized Signatory






	 	 	 
	 	 	STATE OF CALIFORNIA	 	 	)
	 	 	 	 	 	) ss:
	 	 	COUNTY OF ORANGE	 	 	)





On November 19, 2007 before me, the undersigned, a Notary Public in and for said County and State,
personally appeared Shannon K.S. Johnson, personally known to me to be the person whose name is
subscribed to the within instrument and acknowledged to me that she executed the same in her
authorized capacity, and that by her signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument.



WITNESS my hand and official seal.



/s/ Monica Chavez

Notary Public




[Seal] Monica Chavez


[Seal] Commission # 1762879


[Seal] Notary Public – California


[Seal] Orange County


[Seal] My Comm. Expires Aug. 21, 2001




Commission Expiration Date:




August 21, 2001




[AFFIX NOTARIAL SEAL]



[SIGNATURE PAGE TO SECURITY DEED]





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