EX-10.5






UNCONDITIONAL PAYMENT GUARANTY




THIS UNCONDITIONAL PAYMENT GUARANTY (“Guaranty”) dated as of September 28, 2007, is given by NNN
HEALTHCARE/OFFICE REIT, INC., a Maryland corporation (“Guarantor”) to and for the benefit of
KEYBANK NATIONAL ASSOCIATION, a national banking association, its successors and assigns, as
administrative agent (in that capacity, “Agent”) for the lenders (each and together, “Lender”) now
or hereafter party to the Loan Agreement referred to below.



Recitals




On or about the date hereof, NNN HEALTHCARE/OFFICE REIT E FLORIDA LTC, LLC, a Delaware limited
liability company (“Borrower”) and Agent entered into that certain Loan Agreement (“Loan
Agreement”) whereby Lender agreed to make a loan (the “Loan”) to Borrower in the principal amount
of THIRTY MILLION FIVE HUNDRED THOUSAND and NO/100 DOLLARS ($30,500,000.00). Capitalized terms
used and not otherwise defined herein shall have the meanings given to them in the Loan Agreement.



The execution and delivery of this Guaranty by Guarantor is a condition precedent to the making of
the Loan by Lender. Guarantor will derive material financial benefit from the Loan.



Agreements




NOW, THEREFORE, Guarantor agrees as follows:




	1.	 	Capitalized terms used and not otherwise defined herein shall have the meanings given to them
in the Loan Agreement.






	2.	 	Guarantor absolutely, unconditionally and irrevocably guarantees:






	 	(a)	 	The full and prompt payment of the principal of and interest on the Note when
due, whether at stated maturity, upon acceleration or otherwise, and at all times
thereafter, and the full and prompt payment of all sums which may now be or may
hereafter become due and owing under the Note, the Loan Agreement and the other Loan
Documents;






	 	(b)	 	The prompt, full and complete performance of all of Borrower’s obligations
under each and every covenant contained in the Loan Documents;






	 	(c)	 	The prompt, full and complete payment and performance of all of Borrower’s
obligations under the Environmental Indemnity; and






	 	(d)	 	The payment of all amounts payable by Borrower under any Interest Rate
Agreement entered into between Agent or any Affiliate of Agent and Borrower with
respect to the Loan.






All amounts due, debts, liabilities and payment obligations described in this
Section 2 shall be hereinafter collectively referred to as the “Indebtedness.”




	3.	 	If there is an Event of Default under the Loan Agreement, Guarantor agrees, on demand by
Agent, to pay the Indebtedness regardless of any defense, right of set-off or claims which
Borrower or Guarantor may have against Agent or any Lender.






	4.	 	All of the remedies set forth herein and/or provided for in any of the Loan Documents or at
law or equity shall be equally available to Agent, and the choice by Agent of one such
alternative over another shall not be subject to question or challenge by Guarantor or any
other person, nor shall any such choice be asserted as a defense, setoff, or failure to
mitigate damages in any action, proceeding, or counteraction by Agent to recover or seeking
any other remedy under this Guaranty, nor shall such choice preclude Agent from subsequently
electing to exercise a different remedy. The parties have agreed to the alternative remedies
provided herein in part because they recognize that the choice of remedies will necessarily be
and should properly be a matter of good faith business judgment, which the passage of time and
events may or may not prove to have been the best choice to maximize Lender’s recovery. It is
the intention of the parties that such good faith choice by Agent be given conclusive effect
regardless of such subsequent developments.






	5.	 	Guarantor does hereby (a) waive notice of acceptance of this Guaranty by Agent and any and
all notices and demands of every kind which may be required to be given by any statute, rule
or law, (b) agree to refrain from asserting, until after repayment in full of the Loan, any
defense, right of set-off or other claim which Guarantor may have against Borrower (c) waive
any defense, right of set-off or other claim which Guarantor or Borrower may have against
Agent or Lender, (d) waive any and all rights Guarantor may have under any anti-deficiency
statute or other similar protections, (e) waive presentment for payment, demand for payment,
notice of nonpayment or dishonor, protest and notice of protest, diligence in collection and
any and all formalities which otherwise might be legally required to charge Guarantor with
liability, and (f) waive any failure by Agent or Lender to inform Guarantor of any facts Agent
or Lender may now or hereafter know about Borrower, the Facilities, the Loan, or the
transactions contemplated by the Loan Agreement, it being understood and agreed that neither
Agent nor Lender has any duty so to inform and that Guarantor is fully responsible for being
and remaining informed by Borrower of all circumstances bearing on the risk of nonperformance
of Borrower’s obligations. Credit may be granted or continued from time to time by Agent or
Lender to Borrower without notice to or authorization from Guarantor, regardless of the
financial or other condition of Borrower at the time of any such grant or continuation.
Neither Agent nor Lender shall have any obligation to disclose or discuss with Guarantor its
assessment of the financial condition of Borrower. Guarantor acknowledges that no
representations of any kind whatsoever have been made by Agent or Lender. No modification or
waiver of any of the provisions of this Guaranty shall be binding upon Agent or Lender except
as expressly set forth in a writing duly signed and delivered by Agent.






	6.	 	Guarantor further agrees that Guarantor’s liability hereunder shall not be impaired or
affected by any renewals or extensions which may be made from time to time, with or without
the knowledge or consent of Guarantor of the time for payment of interest or principal under
the Note or by any forbearance or delay in collecting interest or principal under the Note, or
by any waiver by Agent or Lender under the Loan Documents, or by Agent’s failure or election
not to pursue any other remedies Lender may have against Borrower or Guarantor, or by any
change or modification of any Loan Document, or by the acceptance by Agent or Lender of any
additional security or any increase, substitution or change therein, or by the release by
Agent or Lender of any security or any withdrawal thereof or decrease therein, or by the
application of payments received from any source to the payment of any obligation other than
the Indebtedness even though Agent might lawfully have elected to apply such payments to any
part or all of the Indebtedness, it being the intent hereof that, subject to Agent’s
compliance with the terms of this Guaranty, Guarantor shall remain liable for the payment of
the Indebtedness, until the Indebtedness has been paid in full, notwithstanding any act or
thing which might otherwise operate as a legal or equitable discharge of a surety. Guarantor
further understands and agrees that Agent may at any time enter into agreements with Borrower
to amend and modify the Loan Documents, and may waive or release any provision or provisions
of the Loan Documents, and may make and enter into any such agreement or agreements as Agent
and Borrower may deem proper and desirable, without in any manner impairing or affecting this
Guaranty or any of Agent’s or Lender’s rights hereunder or Guarantor’s obligations hereunder.






	7.	 	This is an absolute, present and continuing guaranty of payment and not of collection.
Guarantor agrees that this Guaranty may be enforced by Agent without the necessity at any time
of resorting to or exhausting any other security or collateral for the Loan, or resorting to
any other guaranties, and Guarantor hereby waives any right to require Borrower or any other
guarantor to be joined in any action brought hereunder or to commence any action against or
obtain any judgment against Borrower or any other guarantor or to pursue any other remedy or
enforce any other right. Guarantor further agrees that nothing contained herein or otherwise
shall prevent Agent from pursuing concurrently or successively all rights and remedies
available to it at law and/or in equity or under the Loan Documents, and the exercise of any
of its rights or the completion of any of its remedies shall not constitute a discharge of
Guarantor’s obligations hereunder, it being the purpose and intent of Guarantor that the
obligations of Guarantor hereunder shall be absolute, independent and unconditional under any
and all circumstances whatsoever. None of Guarantor’s obligations under this Guaranty or any
remedy for the enforcement thereof shall be impaired, modified, changed or released in any
manner whatsoever by any impairment, modification, change, release or limitation of the
liability of Borrower (other than payment in full) or any other guarantor or by reason of the
bankruptcy of Borrower or any other guarantor or by reason of any creditor or bankruptcy
proceeding instituted by or against Borrower or any other guarantor. This Guaranty shall
continue to be effective or be reinstated (as the case may be) if at any time payment of all
or any part of the Indebtedness is rescinded or otherwise required to be returned by Agent or
Lender upon the insolvency, bankruptcy, dissolution, liquidation, or reorganization of
Borrower, or upon or as a result of the appointment of a receiver, intervenor, custodian or
conservator of or trustee or similar officer for, Borrower or any substantial part of its
property, or otherwise, all as though such payment to Agent had not been made, regardless of
whether Agent contested the order requiring the return of such payment. In the event of the
foreclosure of the Mortgage and of a deficiency, Guarantor hereby promises and agrees
forthwith to pay the amount of such deficiency notwithstanding the fact that recovery of said
deficiency against Borrower would not be allowed by applicable law; however, the foregoing
shall not be deemed to require that Agent institute foreclosure proceedings or otherwise
resort to or exhaust any other collateral or security prior to or concurrently with enforcing
this Guaranty.






	8.	 	In the event Lender shall assign the Note to secure a loan to Lender for an amount not in
excess of the amount which will be due, from time to time, from Borrower to Lender under the
Note with interest not in excess of the rate of interest which is payable by Borrower to
Lender under the Note, Guarantor will accord full recognition to the assignee and agrees that
all rights and remedies of Agent or Lender hereunder shall be enforceable against Guarantor by
Agent on behalf of such assignee with the same force and effect and to the same extent as
would have been enforceable by Agent but for such assignment.






	9.	 	If: (a) this Guaranty is placed in the hands of an attorney for collection or is collected
through any legal proceeding; (b) an attorney is retained to represent Agent or Lender in any
bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and
involving a claim under this Guaranty; (c) an attorney is retained to provide advice or other
representation with respect to this Guaranty; or (d) an attorney is retained to represent
Agent or Lender in any proceedings whatsoever in connection with this Guaranty and Agent or
Lender prevails in any such proceedings, then Guarantor shall pay to Agent upon demand all
reasonable attorney’s fees and out-of-pocket costs and expenses incurred in connection
therewith (all of which, to the extent not collected by Agent or Lender from someone other
than Guarantor, are referred to herein as “Enforcement Costs”), in addition to all other
amounts due hereunder, regardless of whether all or a portion of such Enforcement Costs are
incurred in a single proceeding brought to enforce this Guaranty as well as the other Loan
Documents.






	10.	 	The parties hereto intend and believe that each provision in this Guaranty comports with all
applicable local, state and federal laws and judicial decisions. However, if any provision or
provisions, or if any portion of any provision or provisions, in this Guaranty is found by a
court of law to be in violation of any applicable local, state or federal ordinance, statute,
law, administrative or judicial decision, or public policy, and if such court should declare
such portion, provision or provisions of this Guaranty to be illegal, invalid, unlawful, void
or unenforceable as written, then it is the intent of all parties hereto that such portion,
provision or provisions shall be given force to the fullest possible extent that they are
legal, valid and enforceable, that the remainder of this Guaranty shall be construed as if
such illegal, invalid, unlawful, void or unenforceable portion, provision or provisions were
not contained therein, and that the rights, obligations and interest of Agent and Lender or
the holder of the Note under the remainder of this Guaranty shall continue in full force and
effect.






	11.	 	TO THE GREATEST EXTENT PERMITTED BY LAW, GUARANTOR HEREBY WAIVES ANY AND ALL RIGHTS TO
REQUIRE MARSHALING OF ASSETS BY AGENT OR LENDER. WITH RESPECT TO ANY SUIT, ACTION OR
PROCEEDINGS RELATING TO THIS GUARANTY (EACH, A “PROCEEDING”), GUARANTOR IRREVOCABLY (A)
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS HAVING JURISDICTION
IN THE STATE OF FLORIDA, AND (B) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE
LAYING OF VENUE OF ANY PROCEEDING BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT ANY
PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT,
WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY.






	12.	 	Any indebtedness of Borrower to Guarantor now or hereafter existing is hereby subordinated to
the payment of the Indebtedness. Guarantor agrees that, until the entire Indebtedness has
been paid in full, Guarantor will not seek, accept, or retain for its own account, any payment
from Borrower on account of such subordinated debt. Any payments to Guarantor on account of
such subordinated debt shall be collected and received by Guarantor in trust for Lender and
shall be paid over to Agent on account of the Indebtedness without impairing or releasing the
obligations of Guarantor hereunder.






	13.	 	Any amounts received by Agent or Lender from any source on account of the Loan may be
utilized by Agent for the payment of the Indebtedness and any other obligations of Borrower to
Lender in such order as Agent may from time to time elect.






	14.	 	GUARANTOR AND AGENT AND LENDER (BY AGENT’S ACCEPTANCE HEREOF) HEREBY WAIVE ANY RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS GUARANTY
OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO OR ARISING FROM THE LENDING RELATIONSHIP WHICH
IS THE SUBJECT OF THIS GUARANTY AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED
BEFORE A COURT AND NOT BEFORE A JURY.






	15.	 	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:





	 	 	 
	If to Guarantor:

	 	NNN Healthcare/Office REIT, Inc.

c/o Triple Net Properties, LLC

1551 N. Tustin, Suite 300

Santa Ana, CA 92705

Attention: Theresa Hutton
	If to Agent:

	 	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




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.




	16.	 	In order to induce Lender to make the Loan, Guarantor makes the following representations and
warranties to Lender set forth in this Section. Guarantor acknowledges that but for the truth
and accuracy of the matters covered by the following representations and warranties, Lender
would not have agreed to make the Loan.






	 	(a)	 	Guarantor’s address is as indicated in Section 15.






	 	(b)	 	Any and all balance sheets, net worth statements, and other financial data
with respect to Guarantor which have heretofore been given to Lender by or on behalf
of Guarantor fairly and accurately present the financial condition of Guarantor as of
the respective dates thereof.






	 	(c)	 	The execution, delivery, and performance by Guarantor of this Guaranty does
not and will not contravene or conflict with (i) any Laws, order, rule, regulation,
writ, injunction or decree now in effect of any Government Authority, or court having
jurisdiction over Guarantor, (ii) any contractual restriction binding on or affecting
Guarantor or Guarantor’s property or assets which may adversely affect Guarantor’s
ability to fulfill its obligations under this Guaranty, (iii) the instruments creating
any trust holding title to any assets included in Guarantor’s financial statements, or
(iv) the organizational or other documents of Guarantor.






	 	(d)	 	This Guaranty creates legal, valid, and binding obligations of Guarantor
enforceable in accordance with its terms.






	 	(e)	 	Except as disclosed in writing to Agent, there is no action, proceeding, or
investigation pending or, to the knowledge of Guarantor, threatened or affecting
Guarantor, which may adversely affect Guarantor’s ability to fulfill his obligations
under this Guaranty. There are no judgments or orders for the payment of money
rendered against Guarantor for an amount in excess of $100,000 which have been
undischarged for a period of ten (10) or more consecutive days and the enforcement of
which is not stayed by reason of a pending appeal or otherwise. Guarantor is not in
default under any agreements which may adversely affect Guarantor’s ability to fulfill
its obligations under this Guaranty.






	 	(f)	 	All statements set forth in the Recitals are true and correct.






Except for matters which have been disclosed by Borrower or Guarantor and approved by Agent
in writing, all of the foregoing representations and warranties shall be deemed remade on
the date of the first disbursement of Loan proceeds, on the date of each advance of Loan
proceeds, and upon any extension of the Loan pursuant to the Loan Agreement. Guarantor
hereby agrees to indemnify and hold Agent and Lender free and harmless from and against all
loss, cost, liability, damage, and expense, including attorney’s fees and costs, which
Agent or Lender may sustain by reason of the inaccuracy or breach of any of the foregoing
representations and warranties as of the date the foregoing representations and warranties
are made and are remade.




	17.	 	Guarantor shall deliver or cause to be delivered to Agent all of the Guarantor financial
statements to be delivered in accordance with the terms of the Loan Agreement.






	18.	 	Guarantor agrees that Guarantor’s Net Worth (as defined in the LaSalle Loan Agreement) must
be no less than $100,000,000.00 plus 75% of the aggregate amount of all net funds
received by Guarantor from offerings of “Equity Interests” (as defined in the LaSalle Loan
Agreement) by Guarantor made after September 10, 2007. Guarantor acknowledges that failure to
comply with such covenant will, at the option of Agent, be an Event of Default on the Loan.






	19.	 	This Guaranty shall be binding upon the successors and assigns of Guarantor.






	20.	 	THIS GUARANTY, THE NOTE, AND ALL OTHER INSTRUMENTS EVIDENCING AND SECURING THE LOAN SECURED
HEREBY WERE NEGOTIATED IN THE STATE OF FLORIDA AND DELIVERED BY GUARANTOR OR BORROWER, AS
APPLICABLE, AND ACCEPTED BY AGENT AND LENDER IN THE STATE OF FLORIDA, WHICH STATE THE PARTIES
AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND THE UNDERLYING TRANSACTIONS EMBODIED
HEREBY. IN ALL RESPECTS, INCLUDING, WITHOUT LIMITATION, PERFORMANCE OF THIS GUARANTY AND THE
OBLIGATIONS ARISING HEREUNDER, THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF FLORIDA APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED IN SUCH STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.






	21.	 	Agent shall be entitled to honor any request for Loan proceeds made by Borrower and shall
have no obligation to see to the proper disposition of such advances. Guarantor agrees that
its obligations hereunder shall not be released or affected by reason of any improper
disposition by Borrower of such Loan proceeds.






	22.	 	This Guaranty may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed shall be deemed to be an original and
all of which taken together shall constitute one and the same instrument.





IN WITNESS WHEREOF, Guarantor has executed and delivered this Guaranty as of the date first written
above.




“Guarantor”




NNN HEALTHCARE/OFFICE REIT, INC., a Maryland
corporation




By: /s/ Shannon K.S. Johnson

Name: Shannon K.S. Johnson

Title: Chief Financial Officer