EX-10.8






MORTGAGE

ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND




(Illinois)




FIXTURE FILING




MADE BY




NNN HEALTHCARE/OFFICE REIT E FLORIDA LTC, LLC,




a Delaware limited liability company




as Mortgagor




to




KEYBANK NATIONAL ASSOCIATION,




as Administrative Agent




as Mortgagee




Dated as of: September 28, 2007




PREPARED BY AND UPON RECORDATION RETURN TO:




Daniel P. Pepple

Pepple Johnson Cantu & Schmidt, PLLC

1218 Third Avenue, 19th Floor

Seattle, WA 98101




NOTE TO CLERK OF CIRCUIT COURT: This Mortgage is one of three original counterpart
Mortgages encumbering real and personal property located in the State of Florida that secure the
Note defined in and secured by this Mortgage. The other two original counterpart Mortgages are:
(i) that certain Mortgage, Assignment of Rents, Security Agreement and Fixture Filing of even date
herewith from Mortgagor, as defined herein, in favor of Mortgagee, as defined herein (the
“Orange Mortgage”) that is to be recorded in the Public Records of Orange County, Florida
contemporaneously with the recordation of this Mortgage in the Public Records of Broward County,
Florida, and (ii) that certain Mortgage, Assignment of Rents, Security Agreement and Fixture Filing
of even date herewith from Mortgagor, as defined herein, in favor of Mortgagee, as defined herein
(the “Duval Mortgage”) that is to be recorded in the Public Records of Duval County,
Florida contemporaneously with the recordation of this Mortgage in the Public Records of Broward
County, Florida. Documentary stamp tax in the amount of $     and intangibles tax in the
amount of $     are paid on this Mortgage. Documentary stamp tax and intangibles tax are
being paid on this Mortgage in lieu of such tax being paid on the Orange Mortgage and the Duval
Mortgage.



1




MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND




(Illinois)




FIXTURE FILING




THIS MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Mortgage”) is made
as of September 28, 2007, by NNN HEALTHCARE/OFFICE REIT E FLORIDA LTC, LLC, a Delaware limited
liability company (“Mortgagor”) whose address is c/o Triple Net Properties, LLC, 1551 N. Tustin,
Suite 300, Santa Ana, CA 92705



Attention: Theresa Hutton, in favor of KEYBANK NATIONAL ASSOCIATION, its successors and assigns,
for itself and as Administrative Agent for the Lenders now or hereafter party to the Loan Agreement
referred to below (“Mortgagee”) whose address is Key Healthcare Finance, Mail Code: WA 31-13-2313,
1301 Fifth Avenue, 23rd Floor, Seattle, Washington 98111.



1. Grant and Secured Obligations.



1.1 Grant. For the purpose of securing payment and performance of the Secured
Obligations defined and described in Section 1.2 below, Mortgagor hereby irrevocably and
unconditionally grants, bargains, sells, conveys, mortgages and warrants to Mortgagee, with power
of sale and with right of entry and possession, all estate, right, title and interest which
Mortgagor now has or may later acquire in and to the following property (all or any part of such
property, or any interest in all or any part of it, as the context may require, the “Property”):




(a) The real property located in the Counties of Broward, Orange and Duval, State of
Florida, as described in Exhibits A-1, A-2 and A-3 attached hereto, together with
all existing and future easements and rights affording access to it (the “Land”);




(b) All buildings, structures and improvements now located or later to be constructed
on the Land (the “Improvements”);




(c) All existing and future appurtenances, privileges, easements, franchises and
tenements of the Land, including all minerals, oil, gas, other hydrocarbons and associated
substances, sulphur, nitrogen, carbon dioxide, helium and other commercially valuable
substances which may be in, under or produced from any part of the Land, all development
rights and credits, air rights, water, water rights (whether riparian, appropriative or
otherwise, and whether or not appurtenant) and water stock, and any Land lying in the
streets, roads or avenues, open or proposed, in front of or adjoining the Land and
Improvements;




(d) All existing and future leases, subleases, subtenancies, licenses, occupancy
agreements and concessions (“leases”) relating to the use and enjoyment of all or any part
of the Land and Improvements, and any and all guaranties and other agreements relating to or
made in connection with any of such leases;




(e) All real property and improvements thereon and all appurtenances and other property
and interests of any kind or character, whether described in Exhibit A-1, A-2 or A-3
or not, which may be reasonably necessary or desirable to promote the present and any
reasonable future beneficial use and enjoyment of the Land and Improvements;




(f) All goods, materials, supplies, chattels, furniture, fixtures, equipment and
machinery now or later to be attached to, placed in or on, or used in connection with the
use, enjoyment, occupancy or operation of all or any part of the Land and Improvements,
whether stored on the Land or elsewhere, including all pumping plants, engines, pipes,
ditches and flumes, and also all gas, electric, cooking, heating, cooling, air conditioning,
lighting, refrigeration and plumbing fixtures and equipment, all of which shall be
considered to the fullest extent of the law to be real property for purposes of this
Mortgage and any manufacturer’s warranties with respect thereto;




(g) All building materials, equipment, work in process or other personal property of
any kind, whether stored on the Land or elsewhere, which have been or later will be acquired
for the purpose of being delivered to, incorporated into or installed in or about the Land
or Improvements;




(h) All of Mortgagor’s interest in and to all operating accounts, the Loan funds,
whether disbursed or not, and any other bank accounts of Mortgagor;




(i) All rights to the payment of money, accounts, accounts receivable, reserves,
deferred payments, refunds, cost savings, payments and deposits, whether now or later to be
received from third parties (including all earnest money sales deposits) or deposited by
Mortgagor with third parties (including all utility deposits), contract rights, development
and use rights, governmental permits and licenses, applications, architectural and
engineering plans, specifications and drawings, as-built drawings, chattel paper,
instruments, documents, notes, drafts and letters of credit (other than letters of credit in
favor of Mortgagee), which arise from or relate to construction on the Land or to any
business now or later to be conducted on it, or to the Land and Improvements generally and
any builder’s or manufacturer’s warranties with respect thereto;




(j) All insurance policies pertaining to the Land, Improvements or other property
described above and all proceeds, including all claims to and demands for them, of the
voluntary or involuntary conversion of any of the Land, Improvements or the other property
described above into cash or liquidated claims, including proceeds of all present and future
fire, hazard or casualty insurance policies and all condemnation awards or payments now or
later to be made by any public body or decree by any court of competent jurisdiction for any
taking or in connection with any condemnation or eminent domain proceeding, and all causes
of action and their proceeds for any damage or injury to the Land, Improvements or the other
property described above or any part of them, or breach of warranty in connection with the
construction of the Improvements, including causes of action arising in tort, contract,
fraud or concealment of a material fact;




(k) All of Mortgagor’s rights in and to all Interest Rate Agreements and Interest Rate
Protection Products;




(l) All books and records pertaining to any and all of the property described above,
including computer-readable memory and any computer hardware or software necessary to access
and process such memory (“Books and Records”);




(m) (i) All agreements heretofore or hereafter entered into relating to the
construction, ownership, operation, management, leasing or use of the Land or Improvements,
(ii) any and all present and future amendments, modifications, supplements, and addenda to
any of the items described in clause (i), (iii) any and all guarantees, warranties and other
undertakings (including payment and performance bonds) heretofore or hereafter entered into
or delivered with respect to any of the items described in clauses (i) through (ii), (iv)
all trade names, trademarks, logos and other materials used to identify or advertise, or
otherwise relating to the Land or Improvements, and (v) all building permits, governmental
permits, licenses, variances, conditional or special use permits, and other authorizations
now or hereafter issued in connection with the construction, development, ownership,
operation, management, leasing or use of the Land or Improvements, to the fullest extent
that the same or any interest therein may be legally assigned by Mortgagor; and




(n) All proceeds of, additions and accretions to, substitutions and replacements for,
and changes in any of the property described above.



Capitalized terms used above and elsewhere in this Mortgage without definition have the
meanings given them in the Loan Agreement referred to in Subsection 1.2(a)(iii) below.



1.2 Secured Obligations.




(a) Mortgagor makes the grant, conveyance, and mortgage set forth in
Section 1.1 above, and grants the security interest set forth in Section 3
below for the purpose of securing the following obligations (the “Secured Obligations”) in
any order of priority that Mortgagee may choose:




(i) Payment of all obligations at any time owing under a promissory note or
notes (together, the “Note”) issued by Borrower as maker and payable to Lenders
pursuant to the Loan Agreement in the aggregate stated principal amount of THIRTY
MILLION FIVE HUNDRED THOUSAND and NO/100 DOLLARS ($30,500,000.00); and




(ii) Payment and performance of all obligations of Mortgagor under this
Mortgage; and




(iii) Payment and performance of all obligations of Mortgagor under a Loan
Agreement bearing even date herewith between Mortgagor as “Borrower” and Mortgagee
as “Lender” (the “Loan Agreement”); and




(iv) Payment and performance of any obligations of Mortgagor under any Loan
Documents which are executed by Mortgagor; and




(v) Payment and performance of all obligations of Mortgagor arising from any
Interest Rate Agreements entered into by Mortgagor with Agent or any Affiliate of
Agent; and




(vi) Payment of all future advances made pursuant to Section 7.13 of this
Mortgage; and




(vii) Payment and performance of all modifications, amendments, extensions, and
renewals, however evidenced, of any of the Secured Obligations.




(b) All persons who may have or acquire an interest in all or any part of the Property
will be considered to have notice of, and will be bound by, the terms of the Secured
Obligations and each other agreement or instrument made or entered into in connection with
each of the Secured Obligations. Such terms include any provisions in the Note or the Loan
Agreement which permit borrowing, repayment and reborrowing, or which provide that the
interest rate on one or more of the Secured Obligations may vary from time to time.



2. Assignment of Rents.



2.1 Assignment. Mortgagor hereby irrevocably, absolutely, presently and
unconditionally assigns to Mortgagee all rents, royalties, issues, profits, revenue, income,
accounts, proceeds and other benefits of the Property, whether now due, past due or to become due,
including all prepaid rents and security deposits (some or all collectively, as the context may
require, “Rents”). This is an absolute assignment, not an assignment for security only.



2.2 Grant of License. Mortgagee hereby confers upon Mortgagor a license (“License”)
to collect and retain the Rents as they become due and payable, so long as no Event of Default, as
defined in Section 6.2 below, shall exist and be continuing. If an Event of Default has
occurred and is continuing, Mortgagee shall have the right, which it may choose to exercise in its
sole discretion, to terminate this License without notice to or demand upon Mortgagor, and without
regard to the adequacy of Mortgagee’s security under this Mortgage.



2.3 Collection and Application of Rents. Subject to the License granted to Mortgagor
under Section 2.2 above, Mortgagee has the right, power and authority to collect any and
all Rents. Mortgagor hereby appoints Mortgagee its attorney-in-fact to perform any and all of the
following acts, if and at the times when Mortgagee in its sole discretion may so choose after the
occurrence and during the continuation of an Event of Default:




(a) Demand, receive and enforce payment of any and all Rents; or




(b) Give receipts, releases and satisfactions for any and all Rents; or




(c) Sue either in the name of Mortgagor or in the name of Mortgagee for any and all
Rents.



Mortgagee and Mortgagor agree that the mere recordation of the assignment granted herein entitles
Mortgagee immediately to collect and receive rents upon the occurrence of an Event of Default, as
defined in Section 6.2, without first taking any acts of enforcement under applicable law,
such as, but not limited to, providing notice to Mortgagor, filing foreclosure proceedings, or
seeking and/or obtaining the appointment of a receiver. Further, Mortgagee’s right to the Rents
does not depend on whether or not Mortgagee takes possession of the Property as permitted under
Subsection 6.3(c). In Mortgagee’s sole discretion, Mortgagee may choose to collect Rents
either with or without taking possession of the Property. Mortgagee shall apply all Rents
collected by it in the manner provided under Section 6.6. If an Event of Default occurs
while Mortgagee is in possession of all or part of the Property and is collecting and applying
Rents as permitted under this Mortgage, Mortgagee and any receiver shall nevertheless be entitled
to exercise and invoke every right and remedy afforded any of them under this Mortgage and at law
or in equity.



2.4 Mortgagee Not Responsible. Under no circumstances shall Mortgagee have any duty
to produce Rents from the Property. Regardless of whether or not Mortgagee, in person or by agent,
takes actual possession of the Land and Improvements, unless Mortgagee agrees in writing to the
contrary, Mortgagee is not and shall not be deemed to be:




(a) A “mortgagee in possession” for any purpose; or




(b) Responsible for performing any of the obligations of the lessor under any lease; or




(c) Responsible for any waste committed by lessees or any other parties, any dangerous
or defective condition of the Property, or any negligence in the management, upkeep, repair
or control of the Property; or




(d) Liable in any manner for the Property or the use, occupancy, enjoyment or operation
of all or any part of it.



2.5 Leasing. Mortgagor shall not accept any deposit or prepayment of rents under the
leases for any rental period exceeding one (1) month without Mortgagee’s prior written consent.
Mortgagor shall not lease the Property or any part of it except strictly in accordance with the
Loan Agreement.



3. Grant of Security Interest.



3.1 Security Agreement. The parties intend for this Mortgage to create a lien on the
Property, and an absolute assignment of the Rents, all in favor of Mortgagee. The parties
acknowledge that some of the Property and some or all of the Rents may be determined under
applicable law to be personal property or fixtures. To the extent that any Property or Rents may
be or be determined to be personal property, Mortgagor as debtor hereby grants Mortgagee as secured
party a security interest in all such Property and Rents, to secure payment and performance of the
Secured Obligations. This Mortgage constitutes a security agreement under the Uniform Commercial
Code of the State in which the Land is located, covering all such Property and Rents. Without
limiting the generality of the foregoing or of any description of the Property in this Mortgage, as
security for the Secured Obligations, Mortgagor grants Mortgagee a security interest (to the extent
a security interest can be granted) in all right, title and interest Mortgagor may now have or
hereafter acquire with respect to (a) all accounts, contract rights, general intangibles and rights
to payment of every kind or description now or at any time hereafter arising, directly or
indirectly, out of the operation of the Facilities, specifically including but not limited to all
accounts receivable and right to payment through federal, state or local governmental programs,
including without limitation Medicaid or Medicare, all other third party payer programs and private
pay receivables; (b) any certificate of need or similar license or permit issued by any agency or
instrumentality of the State of Florida or other health facilities, planning board or similar
agency or body with respect to the Facilities; (c) any health facility license issued by any agency
or instrumentality of the State of Florida or other agency or body certifying that the Facilities
have been inspected and found to comply with the applicable laws for operating such a health care
facility, (d) any Medicaid provider agreement entered into with a state agency or other such entity
administering the Medicaid program and a health care facility under which the health care facility
agrees to provide the services for Medicaid patients in accordance with the terms of such agreement
and applicable Medicaid regulations, and (e) all proceeds and products of any of the foregoing, and
any right, title or interest of Mortgagor in and to the foregoing shall be included in the
definition of Property hereunder.



3.2 Financing Statements. Mortgagor hereby authorizes Mortgagee to file one or more
financing statements. In addition, Mortgagor shall execute such other documents as Mortgagee may
from time to time require to perfect or continue the perfection of Mortgagee’s security interest in
any Property or Rents. As provided in Section 5.9 below, Mortgagor shall pay all fees and
costs that Mortgagee may incur in filing such documents in public offices and in obtaining such
record searches as Mortgagee may reasonably require. In case Mortgagor fails to execute any other
documents for the perfection or continuation of any security interest, Mortgagor hereby appoints
Mortgagee as its true and lawful attorney-in-fact to execute any such documents on its behalf. If
any financing statement or other document is filed in the records normally pertaining to personal
property, that filing shall never be construed as in any way derogating from or impairing this
Mortgage or the rights or obligations of the parties under it.



4. Fixture Filing.



This Mortgage constitutes a financing statement filed as a fixture filing under Article 9 of
the Uniform Commercial Code in the State in which the Property is located, as amended or recodified
from time to time, covering any Property which now is or later may become fixtures attached to the
Land or Improvements. For this purpose, the respective addresses of Mortgagor, as debtor, and
Mortgagee, as secured party, are as set forth in the preambles of this Mortgage.



5. Rights and Duties of the Parties.



5.1 Representations and Warranties. Mortgagor represents and warrants that:




(a) Mortgagor lawfully possesses and holds fee simple title to all of the Land and
Improvements;




(b) Mortgagor has the full and unlimited power, right and authority to encumber the
Property and assign the Rents;




(c) This Mortgage creates a first and prior lien on the Property, subject only to the
Permitted Exceptions including the Operating Leases and the rights of the Tenants
thereunder;




(d) The Property includes all property and rights which may be reasonably necessary or
desirable to promote the present and any reasonable future beneficial use and enjoyment of
the Land and Improvements;




(e) Mortgagor owns any Property which is personal property free and clear of any
security agreements, reservations of title or conditional sales contracts, and there is no
financing statement affecting such personal property on file in any public office; and




(f) Mortgagor’s place of business, or its chief executive office if it has more than
one place of business, is located at the address of Mortgagor specified in Section 7.12
below.



5.2 Taxes, and Assessments. Mortgagor shall pay prior to delinquency all taxes,
levies, charges and assessments, in accordance with Section 9.4 of the Loan Agreement.



5.3 Performance of Secured Obligations. Mortgagor shall promptly pay and perform each
Secured Obligation in accordance with its terms.



5.4 Liens, Charges and Encumbrances. Mortgagor will not suffer or permit any
mechanics’ lien claims to be filed or otherwise asserted against the Property, and will promptly
discharge the same in case of the filing of any claims for lien or proceedings for the enforcement
thereof, provided, however, that Mortgagor shall have the right to contest in good faith and with
reasonable diligence the validity of any such lien or claim provided that Mortgagor posts a
statutory lien bond which removes such lien from title to the Property within twenty (20) days of
written notice by Mortgagee to Mortgagor of the existence of the lien. Mortgagee may, at its
option, require Mortgagor to deposit a cash reserve sufficient sums to pay one hundred fifty
percent (150%) of the lien.



5.5 Damages and Insurance and Condemnation Proceeds. In the event of any casualty or
condemnation of the Property, the provisions of Article 10 of the Loan Agreement shall
govern.



5.6 Maintenance and Preservation of Property.




(a) Mortgagor shall insure the Property as required by the Loan Agreement and keep the
Property in good condition and repair.




(b) Mortgagor shall not remove or demolish the Property or any part of it, or alter,
restore or add to the Property, or initiate or allow any change or variance in any zoning or
other Land use classification which affects the Property or any part of it, except as
permitted or required by the Loan Agreement or with Mortgagee’s express prior written
consent in each instance




(c) If all or part of the Property becomes damaged or destroyed, Mortgagor will comply
with the provisions of Article 10 of the Loan Agreement regarding repair and restoration.




(d) Mortgagor shall not commit or allow any act upon or use of the Property which would
violate: (i) any applicable Laws or order of any Governmental Authority, whether now
existing or later to be enacted and whether foreseen or unforeseen; or (ii) any public or
private covenant, condition, restriction or equitable servitude affecting the Property.
Mortgagor shall not bring or keep any article on the Property or cause or allow any
condition to exist on it, if that could invalidate or would be prohibited by any insurance
coverage required to be maintained by Mortgagor on the Property or any part of it under the
Loan Agreement.




(e) Mortgagor shall not commit or allow waste of the Property, including those acts or
omissions characterized under the Loan Agreement as waste which arises out of Hazardous
Material.




(f) Mortgagor shall perform all other acts which from the character or use of the
Property may be reasonably necessary to maintain and preserve its value.



5.7 Releases, Extensions, Modifications and Additional Security. From time to time,
Mortgagee may perform any of the following acts without incurring any liability or giving notice to
any person:




(a) Release any person liable for payment of any Secured Obligation;




(b) Extend the time for payment, or otherwise alter the terms of payment, of any
Secured Obligation;




(c) Accept additional real or personal property of any kind as security for any Secured
Obligation, whether evidenced by deeds of trust, mortgages, security agreements or any other
instruments of security;




(d) Alter, substitute or release any property securing the Secured Obligations;




(e) Consent to the making of any plat or map of the Property or any part of it;




(f) Join in granting any easement or creating any restriction affecting the Property;
or




(g) Join in any subordination or other agreement affecting this Mortgage or the lien of
it; or




(h) Release the Property or any part of it.



5.8 Release. When all of the Secured Obligations have been paid in full and all fees
and other sums owed by Mortgagor under Section 5.9 of this Mortgage and the other Loan
Documents have been received, Mortgagee shall release this Mortgage, the lien created thereby, and
all notes and instruments evidencing the Secured Obligations. Mortgagor shall pay any costs of
preparation and recordation of such release.



5.9 Compensation, Exculpation, Indemnification.




(a) Mortgagor agrees to pay fees in the maximum amounts legally permitted, or
reasonable fees as may be charged by Mortgagee when the law provides no maximum limit, for
any services that Mortgagee may render in connection with this Mortgage, including
Mortgagee’s providing a statement of the Secured Obligations or providing the release
pursuant to Section 5.8 above. Mortgagor shall also pay or reimburse all of
Mortgagee’s costs and expenses which may be incurred in rendering any such services.
Mortgagor further agrees to pay or reimburse Mortgagee for all costs, expenses and other
advances which may be incurred or made by Mortgagee in any efforts to enforce any terms of
this Mortgage, including any rights or remedies afforded to Mortgagee under Section
6.3, whether any lawsuit is filed or not, or in defending any action or proceeding
arising under or relating to this Mortgage, including attorneys’ fees and other legal costs,
costs of any Foreclosure Sale (as defined in Subsection 6.3(i) below) and any cost
of evidence of title. If Mortgagee chooses to dispose of Property through more than one
Foreclosure Sale, Mortgagor shall pay all costs, expenses or other advances that may be
incurred or made by Mortgagee in each of such Foreclosure Sales. In any suit to foreclose
the lien hereof or enforce any other remedy of Mortgagee under this Mortgage or the Note,
there shall be allowed and included as additional indebtedness in the decree for sale or
other judgment or decree all expenditures and expenses which may be paid or incurred by or
on behalf of Mortgagee for reasonable attorneys’ costs and fees (including the costs and
fees of paralegals), survey charges, appraiser’s fees, inspecting engineer’s and/or
architect’s fees, fees for environmental studies and assessments and all additional expenses
incurred by Mortgagee with respect to environmental matters, outlays for documentary and
expert evidence, stenographers’ charges, publication costs, and costs (which may be
estimated as to items to be expended after entry of the decree) of procuring all such
abstracts of title, title searches and examinations, title insurance policies, and similar
data and assurances with respect to title as Mortgagee may deem reasonably necessary either
to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to
such decree the true condition of the title to, the value of or the environmental condition
of the Property. All expenditures and expenses of the nature in this Subsection mentioned,
and such expenses and fees as may be incurred in the protection of the Property and
maintenance of the lien of this Mortgage, including the fees of any attorney (including the
costs and fees of paralegals) employed by Mortgagee in any litigation or proceeding
affecting this Mortgage, the Note or the Property, including probate and bankruptcy
proceedings, or in preparation for the commencement or defense of any proceeding or
threatened suit or proceeding, shall be immediately due and payable by Mortgagor, with
interest thereon at the Default Rate and shall be secured by this Mortgage.




(b) Mortgagee shall not be directly or indirectly liable to Mortgagor or any other
person as a consequence of any of the following:




(i) Mortgagee’s exercise of or failure to exercise any rights, remedies or
powers granted to Mortgagee in this Mortgage;




(ii) Mortgagee’s failure or refusal to perform or discharge any obligation or
liability of Mortgagor under any agreement related to the Property or under this
Mortgage; or




(iii) Any loss sustained by Mortgagor or any third party resulting from
Mortgagee’s failure to lease the Property, or from any other act or omission of
Mortgagee in managing the Property, after an Event of Default, unless the loss is
caused by the willful misconduct and bad faith of Mortgagee.




Mortgagor hereby expressly waives and releases all liability of the types described above,
and agrees that no such liability shall be asserted against or imposed upon Mortgagee.




(c) Mortgagor agrees to indemnify Mortgagee against and hold it harmless from all
losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys’
fees and other legal expenses, cost of evidence of title, cost of evidence of value, and
other costs and expenses which it may suffer or incur:




(i) In performing any act required or permitted by this Mortgage or any of the
other Loan Documents or by law;




(ii) Because of any failure of Mortgagor to perform any of its obligations; or




(iii) Because of any alleged obligation of or undertaking by Mortgagee to
perform or discharge any of the representations, warranties, conditions, covenants
or other obligations in any document relating to the Property other than the Loan
Documents.




This agreement by Mortgagor to indemnify Mortgagee shall survive the release and
cancellation of any or all of the Secured Obligations and the full or partial release of
this Mortgage.




(d) Mortgagor shall pay all obligations to pay money arising under this Section
5.9 immediately upon demand by Mortgagee. Each such obligation shall be added to, and
considered to be part of, the principal of the Note, and if not paid within ten (10) days
after the date of demand, shall bear interest from the date the obligation arises at the
Default Rate.



5.10 Defense and Notice of Claims and Actions. At Mortgagor’s sole expense, Mortgagor
shall protect, preserve and defend the Property and title to and right of possession of the
Property, and the security of this Mortgage and the rights and powers of Mortgagee created under
it, against all adverse claims. Mortgagor shall give Mortgagee prompt notice in writing if any
claim is asserted which does or could affect any such matters, or if any action or proceeding is
commenced which alleges or relates to any such claim.



5.11 Subrogation. Mortgagee shall be subrogated to the liens of all encumbrances,
whether released of record or not, which are discharged in whole or in part by Mortgagee in
accordance with this Mortgage or with the proceeds of any loan secured by this Mortgage.



5.12 Site Visits, Observation and Testing. Mortgagee and its agents and
representatives shall have the right at any reasonable time to enter and visit the Property for the
purpose of performing appraisals, observing the Property, taking and removing soil or groundwater
samples, and conducting tests on any part of the Property. Mortgagee has no duty, however, to
visit or observe the Property or to conduct tests, and no site visit, observation or testing by
Mortgagee, its agents or representatives shall impose any liability on any of Mortgagee, its agents
or representatives. In no event shall any site visit, observation or testing by Mortgagee, its
agents or representatives be a representation that Hazardous Material are or are not present in, on
or under the Property, or that there has been or shall be compliance with any law, regulation or
ordinance pertaining to Hazardous Material or any other applicable governmental law. Neither
Mortgagor nor any other party is entitled to rely on any site visit, observation or testing by any
of Mortgagee, its agents or representatives. Neither Mortgagee, its agents or representatives owe
any duty of care to protect Mortgagor or any other party against, or to inform Mortgagor or any
other party of, any Hazardous Material or any other adverse condition affecting the Property.
Mortgagee shall give Mortgagor reasonable notice before entering the Property. Mortgagee shall
make reasonable efforts to avoid interfering with Mortgagor’s use of the Property in exercising any
rights provided in this Section 5.12.



5.13 Notice of Change. Mortgagor shall give Mortgagee prior written notice of any
change in: (a) the location of its place of business or its chief executive office if it has more
than one place of business; (b) the location of any material portion of the Property, including the
Books and Records; and (c) Mortgagor’s name or business structure. Unless otherwise approved by
Mortgagee in writing, all Property that consists of personal property (other than the Books and
Records) will be located on the Land and all Books and Records will be located at Mortgagor’s place
of business or chief executive office if Mortgagor has more than one place of business.



6. Accelerating Transfers, Default and Remedies.



6.1 Accelerating Transfers.




(a) “Accelerating Transfer” means any Transfer not expressly permitted under
Article 11 of the Loan Agreement.




(b) Mortgagor acknowledges that Mortgagee is making one or more advances under the Loan
Agreement in reliance on the expertise, skill and experience of Mortgagor; thus, the Secured
Obligations include material elements similar in nature to a personal service contract. In
consideration of Mortgagee’s reliance, Mortgagor agrees that Mortgagor shall not make any
Accelerating Transfer, unless the transfer is preceded by Mortgagee’s express written
consent to the particular transaction and transferee. Mortgagee may withhold such consent
in its sole discretion. If any Accelerating Transfer occurs, Mortgagee in its sole
discretion may declare all of the Secured Obligations to be immediately due and payable, and
Mortgagee may invoke any rights and remedies provided by Section 6.3 of this
Mortgage.



6.2 Events of Default. Mortgagor will be in default under this Mortgage upon the
occurrence of any one or more of the following events (some or all collectively, “Events of
Default;” any one singly, an “Event of Default”).




(a) Failure of Mortgagor (i) (x) to pay any monthly installment payment of principal
and interest of the Loan within five (5) days after the date when due, (y) to pay the
outstanding principal balance of the Loan on the date when due, or (z) to observe or perform
any of the other covenants or conditions by Mortgagor to be performed under the terms of
this Mortgage or any of the other Loan Documents concerning the payment of money for a
period of ten (10) days after written notice from Mortgagee that the same is due and
payable; or (ii) for a period of thirty (30) days after written notice from Mortgagee, to
observe or perform any non-monetary covenant or condition contained in this Mortgage or any
of the other Loan Documents; provided that if any such failure concerning a non-monetary
covenant or condition is susceptible to cure but cannot reasonably be cured within said
thirty (30) day period, then Mortgagor shall have an additional sixty (60) day period to
cure such failure and no Event of Default shall be deemed to exist hereunder so long as (x)
Mortgagor commences such cure within the initial thirty (30) day period and diligently and
in good faith pursues such cure to completion within such resulting ninety (90) day period
from the date of Mortgagee’s notice, and (y) the existence of such uncured default will not
result in any tenant under a Lease having the right to terminate such Lease due to such
uncured default; and provided further that if a different notice or grace period is
specified under Article 12 of the Loan Agreement (or elsewhere in this Mortgage or
the Loan Agreement) in which such particular breach will become an Event of Default, the
specific provision shall control; or




(b) An “Event of Default” occurs under the Loan Agreement or any other Loan Document.



6.3 Remedies. At any time after an Event of Default, Mortgagee shall be entitled to
invoke any and all of the rights and remedies described below, in addition to all other rights and
remedies available to Mortgagee at law or in equity. All of such rights and remedies shall be
cumulative, and the exercise of any one or more of them shall not constitute an election of
remedies.




(a) Acceleration. Mortgagee may declare any or all of the Secured Obligations
to be due and payable immediately.




(b) Receiver. Mortgagee shall, as a matter of right, without notice and
without giving bond to Mortgagor or anyone claiming by, under or through Mortgagor, and
without regard for the solvency or insolvency of Mortgagor or the then value of the
Property, to the extent permitted by applicable law, be entitled to have a receiver
appointed for all or any part of the Property and the Rents, and the proceeds, issues and
profits thereof, with the rights and powers referenced below and such other rights and
powers as the court making such appointment shall confer, and Mortgagor hereby consents to
the appointment of such receiver and shall not oppose any such appointment. Such receiver
shall have all powers and duties prescribed by applicable law, all other powers which are
necessary or usual in such cases for the protection, possession, control, management and
operation of the Property, and such rights and powers as Mortgagee would have, upon entering
and taking possession of the Property under subsection (c) below.




(c) Entry. Mortgagee, in person, by agent or by court-appointed receiver, may
enter, take possession of, manage and operate all or any part of the Property, and may also
do any and all other things in connection with those actions that Mortgagee may in its sole
discretion consider necessary and appropriate to protect the security of this Mortgage.
Such other things may include: taking and possessing all of Mortgagor’s or the then owner’s
Books and Records; entering into, enforcing, modifying or canceling leases on such terms and
conditions as Mortgagee may consider proper; obtaining and evicting tenants; fixing or
modifying Rents; collecting and receiving any payment of money owing to Mortgagee;
completing any unfinished construction; and/or contracting for and making repairs and
alterations. If Mortgagee so requests, Mortgagor shall assemble all of the Property that
has been removed from the Land and make all of it available to Mortgagee at the site of the
Land. Mortgagor hereby irrevocably constitutes and appoints Mortgagee as Mortgagor’s
attorney-in-fact to perform such acts and execute such documents as Mortgagee in its sole
discretion may consider to be appropriate in connection with taking these measures,
including endorsement of Mortgagor’s name on any instruments.




(d) Cure; Protection of Security. Mortgagee may cure any breach or default of
Mortgagor, and if it chooses to do so in connection with any such cure, Mortgagee may also
enter the Property and/or do any and all other things which it may in its sole discretion
consider necessary and appropriate to protect the security of this Mortgage, including,
without limitation, completing construction of the improvements at the Property contemplated
by the Loan Agreement. Such other things may include: appearing in and/or defending any
action or proceeding which purports to affect the security of, or the rights or powers of
Mortgagee under, this Mortgage; paying, purchasing, contesting or compromising any
encumbrance, charge, lien or claim of lien which in Mortgagee’s sole judgment is or may be
senior in priority to this Mortgage, such judgment of Mortgagee or to be conclusive as among
the parties to this Mortgage; obtaining insurance and/or paying any premiums or charges for
insurance required to be carried under the Loan Agreement; otherwise caring for and
protecting any and all of the Property; and/or employing counsel, accountants, contractors
and other appropriate persons to assist Mortgagee. Mortgagee may take any of the actions
permitted under this Subsection 6.3(d) either with or without giving notice to any
person. Any amounts expended by Mortgagee under this Subsection 6.3(d) shall be
secured by this Mortgage.




(e) Uniform Commercial Code Remedies. Mortgagee may exercise any or all of the
remedies granted to a secured party under the Uniform Commercial Code in the State in which
the Property is located.




(f) Foreclosure; Lawsuits. Mortgagee shall have the right, in one or several
concurrent or consecutive proceedings, to foreclose the lien hereof upon the Property or any
part thereof, for the Secured Obligations, or any part thereof, by any proceedings
appropriate under applicable law. Mortgagee or its nominee may bid and become the purchaser
of all or any part of the Property at any foreclosure or other sale hereunder, and the
amount of Mortgagee’s successful bid shall be credited on the Secured Obligations. Without
limiting the foregoing, Mortgagee may proceed by a suit or suits in law or equity, whether
for specific performance of any covenant or agreement herein contained or in aid of the
execution of any power herein granted, or for any foreclosure under the judgment or decree
of any court of competent jurisdiction. In addition to the right provided in Subsection
6.3(a), upon, or at any time after the filing of a complaint to foreclose this Mortgage,
Mortgagee shall be entitled to the appointment of a receiver of the property by the court in
which such complaint is filed, and Mortgagor hereby consents to such appointment.




(g) Other Remedies. Mortgagee may exercise all rights and remedies contained
in any other instrument, document, agreement or other writing heretofore, concurrently or in
the future executed by Mortgagor or any other person or entity in favor of Mortgagee in
connection with the Secured Obligations or any part thereof, without prejudice to the right
of Mortgagee thereafter to enforce any appropriate remedy against Mortgagor. Mortgagee
shall have the right to pursue all remedies afforded to a mortgagee under applicable law,
and shall have the benefit of all of the provisions of such applicable law, including all
amendments thereto which may become effective from time to time after the date hereof.




(h) Sale of Personal Property. Mortgagee shall have the discretionary right to
cause some or all of the Property, which constitutes personal property, to be sold or
otherwise disposed of in any combination and in any manner permitted by applicable law.




(i) For purposes of this power of sale, Mortgagee may elect to treat as
personal property any Property which is intangible or which can be severed from the
Land or Improvements without causing structural damage. If it chooses to do so,
Mortgagee may dispose of any personal property, in any manner permitted by Article 9
of the Uniform Commercial Code of the State in which the Property is located,
including any public or private sale, or in any manner permitted by any other
applicable law.




(ii) In connection with any sale or other disposition of such Property,
Mortgagor agrees that the following procedures constitute a commercially reasonable
sale: Mortgagee shall mail written notice of the sale to Mortgagor not later than
thirty (30) days prior to such sale. Mortgagee will publish notice of the sale in a
local daily newspaper of general circulation. Upon receipt of any written request,
Mortgagee will make the Property available to any bona fide prospective purchaser
for inspection during reasonable business hours. Notwithstanding, Mortgagee shall
be under no obligation to consummate a sale if, in its judgment, none of the offers
received by it equals the fair value of the Property offered for sale. The
foregoing procedures do not constitute the only procedures that may be commercially
reasonable.




(i) Single or Multiple Foreclosure Sales. If the Property consists of more
than one lot, parcel or item of property, Mortgagee may:




(i) Designate the order in which the lots, parcels and/or items shall be sold
or disposed of or offered for sale or disposition; and




(ii) Elect to dispose of the lots, parcels and/or items through a single
consolidated sale or disposition to be held or made under or in connection with
judicial proceedings, or by virtue of a judgment and decree of foreclosure and sale;
or through two or more such sales or dispositions; or in any other manner Mortgagee
may deem to be in its best interests (any such sale or disposition, a “Foreclosure
Sale;” and any two or more, “Foreclosure Sales”).




If Mortgagee chooses to have more than one Foreclosure Sale, Mortgagee at its option
may cause the Foreclosure Sales to be held simultaneously or successively, on the
same day, or on such different days and at such different times and in such order as
Mortgagee may deem to be in its best interests. No Foreclosure Sale shall terminate
or affect the liens of this Mortgage on any part of the Property which has not been
sold, until all of the Secured Obligations have been paid in full.



6.4 Credit Bids. At any Foreclosure Sale, any person, including Mortgagor or
Mortgagee, may bid for and acquire the Property or any part of it to the extent permitted by then
applicable law. Instead of paying cash for such property, Mortgagee may settle for the purchase
price by crediting the sales price of the property against the following obligations:




(a) First, the portion of the Secured Obligations attributable to the expenses of sale,
costs of any action and any other sums for which Mortgagor is obligated to pay or reimburse
Mortgagee under Section 5.9 of this Mortgage; and




(b) Second, all other Secured Obligations in any order and proportions as Mortgagee in
its sole discretion may choose.



6.5 Application of Foreclosure Sale Proceeds. Mortgagee shall apply the proceeds of
any Foreclosure Sale in the following manner:




(a) First, to pay the portion of the Secured Obligations attributable to the expenses
of sale, costs of any action and any other sums for which Mortgagor is obligated to
reimburse Mortgagee under Section 5.9 of this Mortgage;




(b) Second, to pay the portion of the Secured Obligations attributable to any sums
expended or advanced by Mortgagee under the terms of this Mortgage which then remain unpaid;




(c) Third, to pay all other Secured Obligations in any order and proportions as
Mortgagee in its sole discretion may choose; and




(d) Fourth, to remit the remainder, if any, to the person or persons entitled to it.



6.6 Application of Rents and Other Sums. Mortgagee shall apply any and all Rents
collected by it, and any and all sums other than proceeds of a Foreclosure Sale which Mortgagee may
receive or collect under Section 6.3 above, in the following manner:




(a) First, to pay the portion of the Secured Obligations attributable to the costs and
expenses of operation and collection that may be incurred by Mortgagee or any receiver;




(b) Second, to pay all other Secured Obligations in any order and proportions as
Mortgagee in its sole discretion may choose; and




(c) Third, to remit the remainder, if any, to the person or persons entitled to it.



Mortgagee shall have no liability for any funds which it does not actually receive.



7. Miscellaneous Provisions.



7.1 Additional Provisions. The Loan Documents fully state all of the terms and
conditions of the parties’ agreement regarding the matters mentioned in or incidental to this
Mortgage. The Loan Documents also grant further rights to Mortgagee and contain further agreements
and affirmative and negative covenants by Mortgagor which apply to this Mortgage and to the
Property.



7.2 No Waiver or Cure.




(a) Each waiver by Mortgagee must be in writing, and no waiver shall be construed as a
continuing waiver. No waiver shall be implied from any delay or failure by Mortgagee to
take action on account of any default of Mortgagor. Consent by Mortgagee to any act or
omission by Mortgagor shall not be construed as a consent to any other or subsequent act or
omission or to waive the requirement for Mortgagee’s consent to be obtained in any future
or other instance.




(b) If any of the events described below occurs, that event alone shall not: cure or
waive any breach, Event of Default or notice of default under this Mortgage or invalidate
any act performed pursuant to any such default or notice; or nullify the effect of any
notice of default or sale (unless all Secured Obligations then due have been paid and
performed and all other defaults under the Loan Documents have been cured); or impair the
security of this Mortgage; or prejudice Mortgagee or any receiver in the exercise of any
right or remedy afforded any of them under this Mortgage; or be construed as an affirmation
by Mortgagee of any tenancy, lease or option, or a subordination of the lien of this
Mortgage.




(i) Mortgagee, its agent or a receiver takes possession of all or any part of
the Property in the manner provided in Subsection 6.3(c).




(ii) Mortgagee collects and applies Rents as permitted under
Sections 2.3 and 6.6 above, either with or without taking possession
of all or any part of the Property.




(iii) Mortgagee receives and applies to any Secured Obligation any proceeds of
any Property, including any proceeds of insurance policies, condemnation awards, or
other claims, property or rights assigned to Mortgagee under Section 5.5
above.




(iv) Mortgagee makes a site visit, observes the Property and/or conducts tests
as permitted under Section 5.12 above.




(v) Mortgagee receives any sums under this Mortgage or any proceeds of any
collateral held for any of the Secured Obligations, and applies them to one or more
Secured Obligations.




(vi) Mortgagee or any receiver invokes any right or remedy provided under this
Mortgage.



7.3 Powers of Mortgagee.




(a) If Mortgagee performs any act which it is empowered or authorized to perform under
this Mortgage, including any act permitted by Section 5.7 or Subsection
6.3(d) of this Mortgage, that act alone shall not release or change the personal
liability of any person for the payment and performance of the Secured Obligations then
outstanding, or the lien of this Mortgage on all or the remainder of the Property for full
payment and performance of all outstanding Secured Obligations. The liability of the
original Mortgagor shall not be released or changed if Mortgagee grants any successor in
interest to Mortgagor any extension of time for payment, or modification of the terms of
payment, of any Secured Obligation. Mortgagee shall not be required to comply with any
demand by the original Mortgagor that Mortgagee refuse to grant such an extension or
modification to, or commence proceedings against, any such successor in interest.




(b) Mortgagee may take any of the actions permitted under Subsections 6.3(b)
and/or 6.3(c) regardless of the adequacy of the security for the Secured
Obligations, or whether any or all of the Secured Obligations have been declared to be
immediately due and payable, or whether notice of default and election to sell has been
given under this Mortgage.




(c) From time to time, Mortgagee may apply to any court of competent jurisdiction for
aid and direction in executing and enforcing the rights and remedies created under this
Mortgage. Mortgagee may from time to time obtain orders or decrees directing, confirming or
approving acts in executing and enforcing these rights and remedies.



7.4 Merger. No merger shall occur as a result of Mortgagee’s acquiring any other
estate in or any other lien on the Property unless Mortgagee consents to a merger in writing.



7.5 Joint and Several Liability. If Mortgagor consists of more than one person, each
shall be jointly and severally liable for the faithful performance of all of Mortgagor’s
obligations under this Mortgage.



7.6 Applicable Law. This Mortgage shall be governed in all respects by the substantive
laws of the State of Florida.



7.7 Successors in Interest. The terms, covenants and conditions of this Mortgage
shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties.
However, this Section 7.7 does not waive the provisions of Section 6.1 above.



7.8 Interpretation.




(a) Whenever the context requires, all words used in the singular will be construed to
have been used in the plural, and vice versa, and each gender will include any other gender.
The captions of the sections of this Mortgage are for convenience only and do not define or
limit any terms or provisions. The word “include(s)” means “include(s), without
limitation,” and the word “including” means “including, but not limited to.”




(b) The word “obligations” is used in its broadest and most comprehensive sense, and
includes all primary, secondary, direct, indirect, fixed and contingent obligations. It
further includes all principal, interest, prepayment charges, late charges, loan fees and
any other fees and charges accruing or assessed at any time, as well as all obligations to
perform acts or satisfy conditions.




(c) No listing of specific instances, items or matters in any way limits the scope or
generality of any language of this Mortgage. The Exhibits to this Mortgage are hereby
incorporated in this Mortgage.



7.9 In-House Counsel Fees. Whenever Mortgagor is obligated to pay or reimburse
Mortgagee for any attorneys’ fees, those fees shall include the allocated costs for services of
in-house counsel.



7.10 Waiver of Statutory Rights. To the extent permitted by law, Mortgagor hereby
agrees that it shall not and will not apply for or avail itself of any appraisement, valuation,
stay, extension or exemption laws, or any so-called “Moratorium Laws,” now existing or hereafter
enacted, in order to prevent or hinder the enforcement or foreclosure of this Mortgage, but hereby
waives the benefit of such laws. Mortgagor for itself and all who may claim through or under it
waives any and all right to have the property and estates comprising the Property marshalled upon
any foreclosure of the lien hereof and agrees that any court having jurisdiction to foreclose such
lien may order the Property sold as an entirety. Mortgagor hereby waives any and all rights of
redemption from sale under any judgment of foreclosure of this Mortgage on behalf of Mortgagor and
on behalf of each and every person acquiring any interest in or title to the Property of any nature
whatsoever, subsequent to the date of this Mortgage. The foregoing waiver of right of redemption
is made pursuant to the provisions of applicable law.



7.11 Severability. If any provision of this Mortgage should be held unenforceable or
void, that provision shall be deemed severable from the remaining provisions and shall in no way
affect the validity of this Mortgage except that if such provision relates to the payment of any
monetary sum, then Mortgagee may, at its option, declare all Secured Obligations immediately due
and payable.



7.12 Notices. Any notice, demand, request or other communication which any party
hereto may be required or may desire to give hereunder shall be in writing and shall be deemed to
have been properly given (a) if hand delivered, when delivered; (b) if mailed by United States
Certified Mail (postage prepaid, return receipt requested), three Business Days after mailing (c)
if by Federal Express or other reliable overnight courier service, on the next Business Day after
delivered to such courier service or (d) if by telecopier on the day of transmission so long as
copy is sent on the same day by overnight courier as set forth below:



	 	 	 	 	 
	Mortgagor:
	 	NNN Healthcare/Office REIT E Florida LTC, LLC
	 
	 	c/o Triple Net Properties, LLC
	 
	 	1551 N. Tustin, Suite 300
	 
	 	Santa Ana, CA 92705
	 
	 	Attention: Theresa Hutton
	 
	 	Fax: 714-918-9138
	Mortgagee:
	 	KeyBank National Association
	 
	 	Real Estate Capital
	 
	 	800 Superior Avenue, 6th Floor
	 
	 	Cleveland, OH  44114
	 
	 	Attention: Senior Manager, CRE Client Services
	 
	 	Mail Code:  OH-01-02-0628
	 
	 	Facsimile  (216) 828-7521
	With a copy to:
	 	KeyBank National Association







Real Estate Capital


1301 5th Ave, 23rd Floor


Seattle, WA 98111




Attention: Senior Vice President and Manager




Facsimile: (206) 343-6843



or at such other address as the party to be served with notice may have furnished in writing to the
party seeking or desiring to serve notice as a place for the service of notice.



Any notice or demand delivered to the person or entity named above to accept notices and demands
for Mortgagor shall constitute notice or demand duly delivered to Mortgagor, even if delivery is
refused.



7.13 Future Advances. This Mortgage shall secure any and all advances (however
evidenced and whether or not obligatory) made by Agent or Lender to Mortgagor within 20 years after
the date hereof to the same extent as though those advances were made on the date hereof even
though there may be no indebtedness outstanding at the time any such advances are made; provided
that, while the total amount of indebtedness secured hereby may increase or decrease from time to
time, the total amount at any one time secured hereby shall not exceed a maximum principal amount
of $50,000,000 plus interest thereon and advances made hereunder for the payment of taxes, liens
and insurance with respect to any part of the Property. This Section shall not, however, obligate
Agent or Lender to make any such advances.



7.14 Mortgagee’s Lien for Service Charge and Expenses. At all times, regardless of
whether any Loan proceeds have been disbursed, this Mortgage secures (in addition to any Loan
proceeds disbursed from time to time) the payment of any and all loan commissions, service charges,
liquidated damages, expenses and advances due to or incurred by Mortgagee not to exceed the maximum
amount secured hereby. For purposes hereof, all obligations of Mortgagor to Mortgagee under all
Interest Rate Agreements and any indebtedness or obligation contained therein or evidenced thereby
shall be considered an obligation of Mortgagor secured hereby.



7.15 WAIVER OF TRIAL BY JURY. MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY
WAY IN CONNECTION WITH THIS MORTGAGE, THE NOTE, OR ANY OF THE OTHER LOAN DOCUMENTS, THE LOAN OR ANY
OTHER STATEMENTS OR ACTIONS OF MORTGAGOR OR MORTGAGEE. MORTGAGOR ACKNOWLEDGES THAT IT HAS BEEN
REPRESENTED IN THE SIGNING OF THIS MORTGAGE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL
COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS DISCUSSED THIS WAIVER WITH SUCH LEGAL
COUNSEL. MORTGAGOR FURTHER ACKNOWLEDGES THAT (i) IT HAS READ AND UNDERSTANDS THE MEANING AND
RAMIFICATIONS OF THIS WAIVER, (ii) THIS WAIVER IS A MATERIAL INDUCEMENT FOR MORTGAGEE TO MAKE THE
LOAN, ENTER INTO THIS MORTGAGE AND EACH OF THE OTHER LOAN DOCUMENTS, AND (iii) THIS WAIVER SHALL BE
EFFECTIVE AS TO EACH OF SUCH OTHER LOAN DOCUMENTS AS IF FULLY INCORPORATED THEREIN.



7.16 Inconsistencies.



In the event of any inconsistency between this Mortgage and the Loan Agreement, the terms
hereof shall be controlling as necessary to create, preserve and/or maintain a valid security
interest upon the Property, otherwise the provisions of the Loan Agreement shall be controlling.



7.17 UCC Financing Statements.



Mortgagor hereby authorizes Mortgagee to file UCC financing statements to perfect Mortgagee’s
security interest in any part of the Property. In addition, Mortgagor agrees to sign any and all
other documents that Mortgagee deems necessary in its sole discretion to perfect, protect, and
continue Mortgagee’s lien and security interest on the Property.



7.18 Certain Matters Relating to Property Located in the State of Florida.



With respect to the Property which is located in the State of Florida, notwithstanding anything
contained herein to the contrary, it shall be an Event of Default if Borrower files for record any
notice under F.S. 697.04 limiting the maximum principal amount secured by this Mortgage.



IN WITNESS WHEREOF, Mortgagor has executed this Mortgage as of the date first above written.



“Mortgagor”



NNN HEALTHCARE/OFFICE REIT


E FLORIDA LTC, LLC, a Delaware


limited liability company



By: /s/ Shannon K S Johnson


Name: Shannon K S Johnson

Authorized Signatory

ACKNOWLEDGEMENT



	 	 	 	 	 
	STATE OF CALIFORNIA
	 	 	)	 
	 
	 	)  SS.
	COUNTY OF ORANGE
	 	 	)	 






On September 27, 2007, before me, P.C. Han, Notary Public, 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 person acted, executed
the instrument.



WITNESS my hand and official seal.



/s/ Phil C. Han


(Signature of Notary)



[Seal] P.C. Han


[Seal] Commission # 1753200


[Seal] Notary Public – California


[Seal] Orange County


[Seal] My Comm. Expires Jun 25, 2011



My Commission Expires:


June 25, 2001




2