EX-10.1






(Local Currency—Single Jurisdiction)



ISDA®




International Swap Dealers Association, Inc.




MASTER AGREEMENT

dated as of September 27, 2007




WACHOVIA BANK, NATIONAL ASSOCIATION            and            NNN Healthcare\Office REIT Market Exchange, LLC




have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that
are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and
the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties
confirming those Transactions.



Accordingly, the parties agree as follows: —



1. Interpretation



(a) Definitions. The terms defined in Section 12 and in the Schedule will have the meanings therein
specified for the purpose of this Master Agreement.



(b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the
other provisions of this Master Agreement, the Schedule will prevail. In the event of any
inconsistency between the provisions of any Confirmation and this Master Agreement (including the
Schedule), such Confirmation will prevail for the purpose of the relevant Transaction.



(c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master
Agreement and all Confirmations form a single agreement between the parties (collectively referred
to as this “Agreement”), and the parties would not otherwise enter into any Transactions.



2. Obligations



(a) General Conditions.




(i) Each party will make each payment or delivery specified in each Confirmation
to be made by it, subject to the other provisions of this Agreement.




(ii) Payments under this Agreement will be made on the due date for value on
that date in the place of the account specified in the relevant Confirmation or otherwise
pursuant to this Agreement, in freely transferable funds and in the manner customary for
payments in the required currency. Where settlement is by delivery (that is, other than by
payment), such delivery will be made for receipt on the due date in the manner customary for
the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere
in this Agreement.




(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition
precedent that no Event of Default or Potential Event of Default with respect to the other
party has occurred and is continuing, (2) the condition precedent that no Early Termination
Date in respect of the relevant Transaction has occurred or been effectively designated and
(3) each other applicable condition precedent specified in this Agreement.



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(b) Change of Account. Either party may change its account for receiving a payment or
delivery by giving notice to the other party at least five Local Business Days prior to the
scheduled date for the payment or delivery to which such change applies unless such other party
gives timely notice of a reasonable objection to such change.



(c) Netting. If on any date amounts would otherwise be payable: —




(i) in the same currency; and




(ii) in respect of the same Transaction,



by each party to the other, then, on such date, each party’s obligation to make payment of any such
amount will be automatically satisfied and discharged and, if the aggregate amount that would
otherwise have been payable by one party exceeds the aggregate amount that would otherwise have
been payable by the other party, replaced by an obligation upon the party by whom the larger
aggregate amount would have been payable to pay to the other party the excess of the larger
aggregate amount over the smaller aggregate amount.



The parties may elect in respect of two or more Transactions that a net amount will be determined
in respect of all amounts payable on the same date in the same currency in respect of such
Transactions, regardless of whether such amounts are payable in respect of the same Transaction.
The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii)
above will not apply to the Transactions identified as being subject to the election, together with
the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such
Transactions from such date). This election may be made separately for different groups of
Transactions and will apply separately to each pairing of branches or offices through which the
parties make and receive payments or deliveries.



(d) Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early
Termination Date in respect of the relevant Transaction, a party that defaults in the performance
of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be
required to pay interest (before as well as after judgment) on the overdue amount to the other
party on demand in the same currency as such overdue amount, for the period from (and including)
the original due date for payment to (but excluding) the date of actual payment, at the Default
Rate. Such interest will be calculated on the basis of daily compounding and the actual number of
days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in
respect of the relevant Transaction, a party defaults in the performance of any obligation required
to be settled by delivery, it will compensate the other party on demand if and to the extent
provided for in the relevant Confirmation or elsewhere in this Agreement.



3. Representations



Each party represents to the other party (which representations will be deemed to be repeated by
each party on each date on which a Transaction is entered into) that:—



(a) Basic Representations.




(i) Status. It is duly organised and validly existing under the laws of the jurisdiction of
its organisation or incorporation and, if relevant under such laws, in good standing;




(ii) Powers. It has the power to execute this Agreement and any other documentation relating
to this Agreement to which it is a party, to deliver this Agreement and any other
documentation relating to this Agreement that it is required by this Agreement to deliver
and to perform its obligations under this Agreement and any obligations it has under any
Credit Support Document to which it is a party and has taken all necessary action to
authorise such execution, delivery and performance;




(iii) No Violation or Conflict. Such execution, delivery and performance do not violate or
conflict with any law applicable to it, any provision of its constitutional documents, any
order or judgment of any court or other agency of government applicable to it or any of its
assets or any contractual restriction binding on or affecting it or any of its assets;





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(iv) Consents. All governmental and other consents that are required to have been
obtained by it with respect to this Agreement or any Credit Support Document to which it is
a party have been obtained and are in full force and effect and all conditions of any such
consents have been complied with; and




(v) Obligations Binding. Its obligations under this Agreement and any Credit Support
Document to which it is a party constitute its legal, valid and binding obligations,
enforceable in accordance with their respective terms (subject to applicable bankruptcy,
reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally
and subject, as to enforceability, to equitable principles of general application
(regardless of whether enforcement is sought in a proceeding in equity or at law)).



(b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its
knowledge, Termination Event with respect to it has occurred and is continuing and no such event or
circumstance would occur as a result of its entering into or performing its obligations under this
Agreement or any Credit Support Document to which it is a party.



(c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any
of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal,
governmental body, agency or official or any arbitrator that is likely to affect the legality,
validity or enforceability against it of this Agreement or any Credit Support Document to which it
is a party or its ability to perform its obligations under this Agreement or such Credit Support
Document.



(d) Accuracy of Specified information. All applicable information that is furnished in writing by
or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the
Schedule is, as of the date of the information, true, accurate and complete in every material
respect.



4. Agreements



Each party agrees with the other that, so long as either party has or may have any obligation under
this Agreement or under any Credit Support Document to which it is a party:—



(a) Furnish Specified Information. It will deliver to the other party any forms, documents or
certificates specified in the Schedule or any Confirmation by the date specified in the Schedule or
such Confirmation or, if none is specified, as soon as reasonably practicable.



(b) Maintain Authorisations. It will use all reasonable efforts to maintain in full force and
effect all consents of any governmental or other authority that are required to be obtained by it
with respect to this Agreement or any Credit Support Document to which it is a party and will use
all reasonable efforts to obtain any that may become necessary in the future.



(c) Comply with Laws. It will comply in all material respects with all applicable laws and orders
to which it may be subject if failure so to comply would materially impair its ability to perform
its obligations under this Agreement or any Credit Support Document to which it is a party.



5. Events of Default and Termination Events



(a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any
Credit Support Provider of such party or any Specified Entity of such party of any of the following
events constitutes an event of default (an “Event of Default”) with respect to such party:—




(i) Failure to Pay or Deliver. Failure by the party to make, when due, any payment under
this Agreement or delivery under Section 2(a)(i) or 2(d) required to be made by it if such
failure is not remedied on or before the third Local Business Day after notice of such
failure is given to the party;




(ii) Breach of Agreement. Failure by the party to comply with or perform any agreement or
obligation (other than an obligation to make any payment under this Agreement or delivery
under Section 2(a)(i) or 2(d) or to give notice of a Termination Event) to be complied with
or performed



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by the party in accordance with this Agreement if such failure is not remedied on or before
the thirtieth day after notice of such failure is given to the party;




(iii) Credit Support Default.




(1) Failure by the party or any Credit Support Provider of such party to comply with
or perform any agreement or obligation to be complied with or performed by it in
accordance with any Credit Support Document if such failure is continuing after any
applicable grace period has elapsed;




(2) the expiration or termination of such Credit Support Document or the failing or
ceasing of such Credit Support Document to be in full force and effect for the
purpose of this Agreement (in either case other than in accordance with its terms)
prior to the satisfaction of all obligations of such party under each Transaction to
which such Credit Support Document relates without the written consent of the other
party; or




(3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or
rejects, in whole or in part, or challenges the validity of, such Credit Support
Document;




(iv) Misrepresentation . A representation made or repeated or deemed to have been made or
repeated by the party or any Credit Support Provider of such party in this Agreement or any
Credit Support Document proves to have been incorrect or misleading in any material respect
when made or repeated or deemed to have been made or repeated;




(v) Default under Specified Transaction. The party, any Credit Support Provider of such
party or any applicable Specified Entity of such party (1) defaults under a Specified
Transaction and, after giving effect to any applicable notice requirement or grace period,
there occurs a liquidation of, an acceleration of obligations under, or an early termination
of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice
requirement or grace period, in making any payment or delivery due on the last payment,
delivery or exchange date of, or any payment on early termination of, a Specified
Transaction (or such default continues for at least three Local Business Days if there is no
applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or
rejects, in whole or in part, a Specified Transaction (or such action is taken by any person
or entity appointed or empowered to operate it or act on its behalf);




(vi) Cross Default. If “Cross Default” is specified in the Schedule as applying to the
party, the occurrence or existence of (1) a default, event of default or other similar
condition or event (however described) in respect of such party, any Credit Support Provider
of such party or any applicable Specified Entity of such party under one or more agreements
or instruments relating to Specified Indebtedness of any of them (individually or
collectively) in an aggregate amount of not less than the applicable Threshold Amount (as
specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or
becoming capable at such time of being declared, due and payable under such agreements or
instruments, before it would otherwise have been due and payable or (2) a default by such
party, such Credit Support Provider or such Specified Entity (individually or collectively)
in making one or more payments on the due date thereof in an aggregate amount of not less
than the applicable Threshold Amount under such agreements or instruments (after giving
effect to any applicable notice requirement or grace period);




(vii) Bankruptcy. The party, any Credit Support Provider of such party or any applicable
Specified Entity of such party:—




(1) is dissolved (other than pursuant to a consolidation, amalgamation or merger);
(2) becomes insolvent or is unable to pay its debts or fails or admits in writing
its inability generally to pay its debts as they become due; (3) makes a general
assignment, arrangement or composition with or for the benefit of its creditors; (4)
institutes or has instituted against it a proceeding seeking a judgment of
insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law
or other similar law affecting creditors’ rights, or a petition is presented for its



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winding-up or liquidation, and, in the case of any such proceeding or petition
instituted or presented against it, such proceeding or petition (A) results in a
judgment of insolvency or bankruptcy or the entry of an order for relief or the making
of an order for its winding-up or liquidation or (B) is not dismissed, discharged,
stayed or restrained in each case within 30 days of the institution or presentation
thereof; (5) has a resolution passed for its winding-up, official management or
liquidation (other than pursuant to a consolidation, amalgamation or merger); (6)
seeks or becomes subject to the appointment of an administrator, provisional
liquidator, conservator, receiver, trustee, custodian or other similar official for it
or for all or substantially all its assets; (7) has a secured party take possession of
all or substantially all its assets or has a distress, execution, attachment,
sequestration or other legal process levied, enforced or sued on or against all or
substantially all its assets and such secured party maintains possession, or any such
process is not dismissed, discharged, stayed or restrained, in each case within 30
days thereafter; (8) causes or is subject to any event with respect to it which, under
the applicable laws of any jurisdiction, has an analogous effect to any of the events
specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance
of, or indicating its consent to, approval of, or acquiescence in, any of the
foregoing acts; or




(viii) Merger Without Assumption. The party or any Credit Support Provider of such party
consolidates or amalgamates with, or merges with or into, or transfers all or substantially
all its assets to, another entity and, at the time of such consolidation, amalgamation,
merger or transfer:




(1) the resulting, surviving or transferee entity fails to assume all the
obligations of such party or such Credit Support Provider under this Agreement or
any Credit Support Document to which it or its predecessor was a party by operation
of law or pursuant to an agreement reasonably satisfactory to the other party to
this Agreement; or




(2) the benefits of any Credit Support Document fail to extend (without the consent
of the other party) to the performance by such resulting, surviving or transferee
entity of its obligations under this Agreement.



(b) Termination Events. The occurrence at any time with respect to a party or, if applicable, any
Credit Support Provider of such party or any Specified Entity of such party of any event specified
below constitutes an Illegality if the event is specified in (i) below, and, if specified to be
applicable, a Credit Event Upon Merger if the event is specified pursuant to (ii) below or an
Additional Termination Event if the event is specified pursuant to (iii) below:—




(i) Illegality. Due to the adoption of, or any change in, any applicable law after the date
on which a Transaction is entered into, or due to the promulgation of, or any change in, the
interpretation by any court, tribunal or regulatory authority with competent jurisdiction of
any applicable law after such date, it becomes unlawful (other than as a result of a breach
by the party of Section 4(b)) for such party (which will be the Affected Party):—




(1) to perform any absolute or contingent obligation to make a payment or delivery or
to receive a payment or delivery in respect of such Transaction or to comply with any
other material provision of this Agreement relating to such Transaction; or




(2) to perform, or for any Credit Support Provider of such party to perform, any
contingent or other obligation which the party (or such Credit Support Provider) has
under any Credit Support Document relating to such Transaction;




(ii) Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule
as applying to the party, such party (“X”), any Credit Support Provider of X or any
applicable Specified Entity of X consolidates or amalgamates with, or merges with or into,
or transfers all or substantially all its assets to, another entity and such action does
not constitute an event described in Section 5(a)(viii) but the creditworthiness of the
resulting, surviving or transferee entity is materially weaker than that of X, such Credit
Support Provider or such Specified Entity, as the case may be, immediately prior to such
action (and, in such event, X or its successor or transferee, as appropriate, will be the
Affected Party); or



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(iii) Additional Termination Event. If any “Additional Termination Event” is
specified in the Schedule or any Confirmation as applying, the occurrence of such event
(and, in such event, the Affected Party or Affected Parties shall be as specified for such
Additional Termination Event in the Schedule or such Confirmation).



(c) Event of Default and Illegality. If an event or circumstance which would otherwise constitute
or give rise to an Event of Default also constitutes an Illegality, it will be treated as an
Illegality and will not constitute an Event of Default.



6. Early Termination



(a) Right to Terminate Following Event of Default. If at any time an Event of Default with respect
to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the
“Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the
relevant Event of Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early
Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in
respect of all outstanding Transactions will occur immediately upon the occurrence with respect to
such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately preceding the institution of the
relevant proceeding or the presentation of the relevant petition upon the occurrence with respect
to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous
thereto, (8).



(b) Right to Terminate Following Termination Event.




(i) Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming
aware of it, notify the other party, specifying the nature of that Termination Event and
each Affected Transaction and will also give such other information about that Termination
Event as the other party may reasonably require.




(ii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) occurs and there are
two Affected Parties, each party will use all reasonable efforts to reach agreement within
30 days after notice thereof is given under Section 6(b)(i) on action to avoid that
Termination Event.




(iii) Right to Terminate. If: —




(1) an agreement under Section 6(b)(ii) has not been effected with respect to all
Affected Transactions within 30 days after an Affected Party gives notice under
Section 6(b)(i); or




(2) an Illegality other than that referred to in Section 6(b)(ii), a Credit Event
Upon Merger or an Additional Termination Event occurs,




either party in the case of an Illegality, any Affected Party in the case of an Additional
Termination Event if there is more than one Affected Party, or the party which is not the
Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event
if there is only one Affected Party may, by not more than 20 days notice to the other party
and provided that the relevant Termination Event is then continuing, designate a day not
earlier than the day such notice is effective as an Early Termination Date in respect of all
Affected Transactions.



(c) Effect of Designation.




(i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the
Early Termination Date will occur on the date so designated, whether or not the relevant
Event of Default or Termination Event is then continuing.





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(ii) Upon the occurrence or effective designation of an Early Termination Date, no
further payments or deliveries under Section 2(a)(i) or 2(d) in respect of the Terminated
Transactions will be required to be made, but without prejudice to the other provisions of
this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be
determined pursuant to Section 6(e).



(d) Calculations.




(i) Statement. On or as soon as reasonably practicable following the occurrence of an Early
Termination Date, each party will make the calculations on its part, if any, contemplated by
Section 6(e) and will provide to the other party a statement (1) showing, in reasonable
detail, such calculations (including all relevant quotations and specifying any amount
payable under Section 6(e)) and (2) giving details of the relevant account to which any
amount payable to it is to be paid. In the absence of written confirmation from the source
of a quotation obtained in determining a Market Quotation, the records of the party
obtaining such quotation will be conclusive evidence of the existence and accuracy of such
quotation.




(ii) Payment Date. An amount calculated as being due in respect of any Early Termination
Date under Section 6(e) will be payable on the day that notice of the amount payable is
effective (in the case of an Early Termination Date which is designated or occurs as a
result of an Event of Default) and on the day which is two Local Business Days after the day
on which notice of the amount payable is effective (in the case of an Early Termination Date
which is designated as a result of a Termination Event). Such amount will be paid together
with (to the extent permitted under applicable law) interest thereon (before as well as
after judgment), from (and including) the relevant Early Termination Date to (but excluding)
the date such amount is paid, at the Applicable Rate. Such interest will be calculated on
the basis of daily compounding and the actual number of days elapsed.




(e) Payments on Early Termination. If an Early Termination Date occurs, the following provisions
shall apply based on the parties’ election in the Schedule of a payment measure, either “Market
Quotation” or “Loss”, and a payment method, either the “First Method” or the “Second Method”. If
the parties fail to designate a payment measure or payment method in the Schedule, it will be
deemed that “Market Quotation” or the “Second Method”, as the case may be, shall apply. The
amount, if any, payable in respect of an Early Termination Date and determined pursuant to this
Section will be subject to any Set-off.




(i) Events of Default. If the Early Termination Date results from an Event of Default:—




(1) First Method and Market Quotation. If the First Method and Market Quotation
apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a
positive number, of


(A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in
respect of the Terminated Transactions and the Unpaid Amounts owing to the
Non-defaulting Party over


(B) the Unpaid Amounts owing to the Defaulting Party.




(2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party
will pay to the Non-defaulting Party, if a positive number, the Non-defaulting
Party’s Loss in respect of this Agreement.




(3) Second Method and Market Quotation. If the Second Method and Market Quotation
apply, an amount will be payable equal to (A) the sum of the Settlement Amount
(determined by the Non-defaulting Party) in respect of the Terminated Transactions
and the Unpaid Amounts owing to the Non-defaulting Party less (B) the Unpaid Amounts
owing to the Defaulting Party. If that amount is a positive number, the Defaulting
Party will pay it to the Non-defaulting Party; if it is a negative number, the
Non-defaulting Party will pay the absolute value of that amount to the Defaulting
Party.




(4) Second Method and Loss. If the Second Method and Loss apply, an amount will be
payable equal to the Non-defaulting Party’s Loss in respect of this Agreement. If
that amount is a positive number, the Defaulting Party will pay it to the
Non-defaulting Party; if it is a negative



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number, the Non-defaulting Party will pay the absolute value of that amount to
the Defaulting Party.




(ii) Termination Events. If the Early Termination Date results from a Termination Event:—




(1) One Affected Party. If there is one Affected Party, the amount payable will be
determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or
Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the
Defaulting Party and to the Non-defaulting Party will be deemed to be references to
the Affected Party and the party which is not the Affected Party, respectively, and,
if Loss applies and fewer than all the Transactions are being terminated, Loss shall
be calculated in respect of all Terminated Transactions.




(2) Two Affected Parties. If there are two Affected Parties:—




(A) if Market Quotation applies, each party will determine a Settlement
Amount in respect of the Terminated Transactions, and an amount will be
payable equal to (I) the sum of (a) one-half of the difference between the
Settlement Amount of the party with the higher Settlement Amount (“X”) and
the Settlement Amount of the party with the lower Settlement Amount (“Y”)
and (b) the Unpaid Amounts owing to X less (II) the Unpaid Amounts owing to
Y; and




(B) if Loss applies, each party will determine its Loss in respect of this
Agreement (or, if fewer than all the Transactions are being terminated, in
respect of all Terminated Transactions) and an amount will be payable equal
to one-half of the difference between the Loss of the party with the higher
Loss (“X”) and the Loss of the party with the lower Loss (“Y”).




If the amount payable is a positive number, Y will pay it to X; if it is a negative
number, X will pay the absolute value of that amount to Y.




(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs
because “Automatic Early Termination” applies in respect of a party, the amount determined
under this Section 6(e) will be subject to such adjustments as are appropriate and permitted
by law to reflect any payments or deliveries made by one party to the other under this
Agreement (and retained by such other party) during the period from the relevant Early
Termination Date to the date for payment determined under Section 6(d)(ii).




(iv) Pre -Estimate. The parties agree that if Market Quotation applies an amount recoverable
under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount
is payable for the loss of bargain and the loss of protection against future risks and
except as otherwise provided in this Agreement neither party will be entitled to recover any
additional damages as a consequence of such losses.



7. Transfer



Neither this Agreement nor any interest or obligation in or under this Agreement may be transferred
(whether by way of security or otherwise) by either party without the prior written consent of the
other party, except that:—



(a) a party may make such a transfer of this Agreement pursuant to a consolidation amalgamation
with, or merger with or into, or transfer of all or substantially all its assets to, another entity
(but without prejudice to any other right or remedy under this Agreement); and



(b) a party may make such a transfer of all or any part of its interest in any amount payable to it
from


a Defaulting Party under Section 6(e).



Any purported transfer that is not in compliance with this Section will be void





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8. Miscellaneous



(a) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the
parties with respect to its subject matter and supersedes all oral communication and prior writings
with respect thereto.



(b) Amendments. No amendment, modification or waiver in respect of this Agreement will be effective
unless in writing (including a writing evidenced by a facsimile transmission) and executed by each
of the parties or confirmed by an exchange of telexes or electronic messages on an electronic
messaging system.



(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations
of the parties under this Agreement will survive the termination of any Transaction.



(d) Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and
privileges provided in this Agreement are cumulative and not exclusive of any rights, powers,
remedies and privileges provided by law.



(e) Counterparts and Confirmations.




(i) This Agreement (and each amendment, modification and waiver in respect of it) may be
executed and delivered in counterparts (including by facsimile transmission), each of which
will be deemed an original.




(ii) The parties intend that they are legally bound by the terms of each Transaction from
the moment they agree to those terms (whether orally or otherwise). A Confirmation shall be
entered into as soon as practicable and may be executed and delivered in counterparts
(including by facsimile transmission) or be created by an exchange of telexes or by an
exchange of electronic messages on an electronic messaging system, which in each case will
be sufficient for all purposes to evidence a binding supplement to this Agreement. The
parties will specify therein or through another effective means that any such counterpart,
telex or electronic message constitutes a Confirmation.



(f) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect
of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of
any right, power or privilege will not be presumed to preclude any subsequent or further exercise,
of that right, power or privilege or the exercise of any other right, power or privilege.



(g) Headings. The headings used in this Agreement are for convenience of reference only and are not
to affect the construction of or to be taken into consideration in interpreting this Agreement.



9. Expenses



A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all
reasonable out-of-pocket expenses, including legal fees, incurred by such other party by reason of
the enforcement and protection of its rights under this Agreement or any Credit Support Document to
which the Defaulting Party is a party or by reason of the early termination of any Transaction,
including, but not limited to, costs of collection.



10. Notices



(a) Effectiveness. Any notice or other communication in respect of this Agreement may be given in
any manner set forth below (except that a notice or other communication under Section 5 or 6 may
not be given by facsimile transmission or electronic messaging system) to the address or number or
in accordance with the electronic messaging system details provided (see the Schedule) and will be
deemed effective as indicated:—




(i) if in writing and delivered in person or by courier, on the date it is delivered;




(ii) if sent by telex, on the date the recipient’s answerback is received;





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(iii) if sent by facsimile transmission, on the date that transmission is received by
a responsible employee of the recipient in legible form (it being agreed that the burden of
proving receipt will be on the sender and will not be met by a transmission report generated
by the sender’s facsimile machine);




(iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent
(return receipt requested), on the date that mail is delivered or its delivery is attempted;
or




(v) if sent by electronic messaging system, on the date that electronic message is received,



unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a
Local Business Day or that communication is delivered (or attempted) or received, as applicable,
after the close of business on a Local Business Day, in which case that communication shall be
deemed given and effective on the first following day that is a Local Business Day.



(b) Change of Addresses. Either party may by notice to the other change the address, telex or
facsimile number or electronic messaging system details at which notices or other communications
are to be given to it.



11. Governing Law and Jurisdiction



(a) Governing Law. This Agreement will be governed by and construed in accordance with the law
specified in the Schedule.



(b) Jurisdiction . With respect to any suit, action or proceedings relating to this Agreement
(“Proceedings”), each party irrevocably: —




(i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be
governed by English law, or to the non-exclusive jurisdiction of the courts of the State of
New York and the United States District Court located in the Borough of Manhattan in New
York City, if this Agreement is expressed to be governed by the laws of the State of New
York; and




(ii) waives any objection which it may have at any time to the laying of venue of any
Proceedings brought in any such court, waives any claim that such Proceedings have been
brought in an inconvenient forum and further waives the right to object, with respect to
such Proceedings, that such court does not have any jurisdiction over such party.



Nothing in this Agreement precludes either party from bringing Proceedings in any other
jurisdiction (outside, if this Agreement is expressed to be governed by English law, the
Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or
any modification, extension or re-enactment thereof for the time being in force) nor will the
bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in
any other jurisdiction.



(c) Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by
applicable law, with respect to itself and its revenues and assets (irrespective of their use or
intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit,
(ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance
or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and
(v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise
be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the
extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.



12. Definitions



As used in this Agreement:—



“Additional Termination Event” has the meaning specified in Section 5(b).



“Affected Party” has the meaning specified in Section 5(b).





10





“Affected Transactions” means (a) with respect to any Termination Event consisting of an
Illegality, all Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.



“Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled,
directly or indirectly, by the person, any entity that controls, directly or indirectly, the person
or any entity directly or indirectly under common control with the person. For this purpose,
“control” of any entity or person means ownership of a majority of the voting power of the entity
or person.



“Applicable Rate” means:—



(a) in respect of obligations payable or deliverable (or which would have been but for Section
2(a)(iii)) by a Defaulting Party, the Default Rate;



(b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after
the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the
Default Rate;



(c) in respect of all other obligations payable or deliverable (or which would have been but for
Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and



(d) in all other cases, the Termination Rate.



“consent” includes a consent, approval, action, authorisation, exemption, notice, filing,
registration or exchange control consent.



“Credit Event Upon Merger” has the meaning specified in Section 5(b).



“Credit Support Document” means any agreement or instrument that is specified as such in this
Agreement.



“Credit Support Provider” has the meaning specified in the Schedule.



“Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual
cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant
amount plus 1 % per annum.



“Defaulting Party” has the meaning specified in Section 6(a).



“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iii).



“Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule.



“Illegality” has the meaning specified in Section 5(b).



“law” includes any treaty, law, rule or regulation and “lawful” and “unlawful” will be construed
accordingly.



“Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for
business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to
any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if
not so specified, as otherwise agreed by the parties in writing or determined pursuant to
provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other
payment, in the place where the relevant account is located, (c) in relation to any notice or other
communication, including notice contemplated under Section 5(a)(i), in the city specified in the
address for notice provided by the recipient and, in the case of a notice contemplated by Section
2(b), in the place where the relevant new account is to be located and (d) in relation to Section
5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction.



“Loss” means, with respect to this Agreement or one or more Terminated Transactions, as the case
may be, and a party, an amount that party reasonably determines in good faith to be its total
losses and costs (or gain, in which case expressed as a negative number) in connection with this
Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be,
including any loss of bargain, cost of funding or, at the election of such party but without
duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position ( or any gain





11





resulting from any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each applicable condition
precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid
duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a
party’s legal fees and out-of-pocket expenses referred to under Section 9. A party will determine
its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as
of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine
its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in
the relevant markets.



“Market Quotation” means, with respect to one or more Terminated Transactions and a party making
the determination, an amount determined on the basis of quotations from Reference Market-makers.
Each quotation will be for an amount, if any, that would be paid to such party (expressed as a
negative number) or by such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document with respect to the
obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the
“Replacement Transaction”) that would have the effect of preserving for such party the economic
equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent
and assuming the satisfaction of each applicable condition precedent) by the parties under Section
2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would,
but for the occurrence of the relevant Early Termination Date, have been required after that date.
For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated
Transactions are to be excluded but, without limitation, any payment or delivery that would, but
for the relevant Early Termination Date, have been required (assuming satisfaction of each
applicable condition precedent) after that Early Termination Date is to be included. The
Replacement Transaction would be subject to such documentation as such party and the Reference
Market-maker may, in good faith, agree. The party making the determination (or its agent) will
request each Reference Market-maker to provide its quotation to the extent reasonably practicable
as of the same day and time (without regard to different time zones) on or as soon as reasonably
practicable after the relevant Early Termination Date. The day and time as of which those
quotations are to be obtained will be selected in good faith by the party obliged to make a
determination under Section 6(e), and, if each party is so obliged, after consultation with the
other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean
of the quotations, without regard to the quotations having the highest and lowest values. If
exactly three such quotations are provided, the Market Quotation will be the quotation remaining
after disregarding the highest and lowest quotations. For this purpose, if more than one quotation
has the same highest value or lowest value, then one of such quotations shall be disregarded. If
fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of
such Terminated Transaction or group of Terminated Transactions cannot be determined.



“Non-default Rate” means a rate per annum equal to the cost (without proof or evidence of any
actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant
amount.



“Non-defaulting Party” has the meaning specified in Section 6(a).



“Potential Event of Default” means any event which, with the giving of notice or the lapse of time
or both, would constitute an Event of Default.



“Reference Market-makers” means four leading dealers in the relevant market selected by the party
determining a Market Quotation in good faith (a) from among dealers of the highest credit standing
which satisfy all the criteria that such party applies generally at the time in deciding whether to
offer or to make an extension of credit and (b) to the extent practicable, from among such dealers
having an office in the same


city.



“Scheduled Payment Date” means a date on which a payment or delivery is to be made under Section
2(a)(i) with respect to a Transaction.



“Set-off” means set-off, offset, combination of accounts, right of retention or withholding or
similar right or requirement to which the payer of an amount under Section 6 is entitled or subject
(whether arising under





12





this Agreement, another contract, applicable law or otherwise) that is exercised by, or
imposed on, such payer.



“Settlement Amount” means, with respect to a party and any Early Termination Date, the sum of:—



(a) the Market Quotations (whether positive or negative) for each Terminated Transaction or group
of Terminated Transactions for which a Market Quotation is determined; and



(b) such party’s Loss (whether positive or negative and without reference to any Unpaid Amounts)
for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation
cannot be determined or would not (in the reasonable belief of the party making the determination)
produce a commercially reasonable result.



“Specified Entity” has the meaning specified in the Schedule.



“Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future,
contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.



“Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement
with respect thereto) now existing or hereafter entered into between one party to this Agreement
(or any Credit Support Provider of such party or any applicable Specified Entity of such party) and
the other party to this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap transaction, basis swap,
forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or
equity index option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including any option with
respect to any of these transactions), (b) any combination of these transactions and (c) any other
transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.



“Terminated Transactions” means with respect to any Early Termination Date (a) if resulting from a
Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all
Transactions (in either case) in effect immediately before the effectiveness of the notice
designating that Early Termination Date (or, if “Automatic Early Termination” applies, immediately
before that Early Termination Date).



“Termination Event” means an Illegality or, if specified to be applicable, a Credit Event Upon
Merger or an Additional Termination Event.



“Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof
or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of
funding such amounts.



“Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate
of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would
have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to
such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in
respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or
would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or
prior to such Early Termination Date and which has not been so settled as at such Early Termination
Date, an amount equal to the fair market value of that which was (or would have been) required to
be delivered as of the originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such amounts, from (and
including) the date such amounts or obligations were or would have been required to have been paid
or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts
of interest will be calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b) above shall be
reasonably determined



13





by the party obliged to make the determination under Section 6(e) or, if each party is so
obliged, it shall be the average of the fair market values reasonably determined by both parties.




IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below
with effect from the date specified on the first page of this document.



	 	 	 
	WACHOVIA BANK, NATIONAL ASSOCIATION

(Name of Party)

	 	NNN Healthcare\Office REIT Market Exchange, LLC

(Name of Party)

a Delaware limited liability company
	By: /s/ John Miechkowski

Name: John Miechkowski

Title: Director

Date: 10/15/2007

	 	By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Title: Authorized Signer

Date: 10/12/2007






14




SCHEDULE

to the

MASTER AGREEMENT

dated as of September 27, 2007 between

WACHOVIA BANK, NATIONAL ASSOCIATION (“Party A”)

and NNN HEALTHCARE\OFFICE REIT MARKET EXCHANGE, LLC (“Party B”)





	 	 	Part 1. Termination Provisions






	(a)	 	“Specified Entity” means each party’s Affiliates for purposes of Section 5(a)(v).






	(b)	 	“Specified Transaction” has its meaning as defined in Section 12.






	(c)	 	“Cross Default” applies to both parties. With respect to Party B, “Cross Default” is amended
by inserting at the end of Section 5(a)(vi): “or (3) any default, event of default or other
similar condition or event (however described) under any existing or future agreement or
instrument relating to any loan or extension of credit from Party A (or any of its Affiliates)
to Party B (whether or not anyone else is a party thereto).”






“Specified Indebtedness” means any obligation (whether present, future, contingent or
otherwise, as principal or surety or otherwise) in respect of borrowed money or relating to
the payment or delivery of funds, securities or other property (including, without
limitation, collateral), other than indebtedness in respect of any bank deposits received in
the ordinary course of business by any foreign branch of a party the repayment of which is
prevented, hindered or delayed by any governmental or regulatory action or law unrelated to
the financial condition or solvency of such party or that foreign branch.




“Threshold Amount” means, with respect to Party A, an amount (including its equivalent in
another currency) equal to the higher of $10,000,000 or 2% of its stockholders’ equity as
reflected on its most recent financial statements or call reports, and with respect to Party
B, any amount of Specified Indebtedness.




	(d)	 	“Credit Event Upon Merger” applies to both parties.






	(e)	 	“Automatic Early Termination” does not apply to either party.






	(f)	 	Payments on Early Termination. Except as otherwise provided herein, “Market Quotation” and
the “Second Method” apply, provided that with respect to the following types of Transactions,
a Market Quotation shall not be determined or included under clause (a) of the definition of
Settlement Amount, and instead a “Loss” shall be determined and included under clause (b) of
the definition of Settlement Amount with respect to the following types of Transactions: any
Transactions which are commodity swaps, commodity options, commodity forwards or any other
commodity derivative transactions.






In the case of any Terminated Transaction that is, or is subject to, any unexercised option,
the words “economic equivalent of any payment or delivery” appearing in the definition of
“Market Quotation” shall be construed to take into account the economic equivalent of the
option.




	(g)	 	“Additional Termination Event” does not apply to either party.




15










	 	 	Part 2. Tax Provisions






	(a)	 	Tax Representations.






(i) Party A represents at all times hereunder that (A) it is a national banking association
organized or formed under the laws of the United States, and (B) it is a United States
resident for United States federal income tax purposes.




(ii) Party B represents at all times hereunder that (A) it is organized or formed under the
laws of a state within the United States, and (B) it is (or, if Party B is disregarded for
United States federal income tax purposes, its beneficial owner is) a United States resident
for United States federal income tax purposes.




	(b)	 	Tax Forms.






(i) Each party agrees to deliver to the other party the tax forms specified below with
respect to it at the following times: before the first Payment Date under this Agreement;
promptly upon reasonable demand by the other party; and promptly upon learning that any such
form previously provided by the party has become obsolete or incorrect.




(A) Tax Forms to be Delivered by Party A:




None specified.




(B) Tax forms to be Delivered by Party B:




(I) If Party B is (or, if Party B is disregarded for United States federal income tax
purposes, its beneficial owner is) treated as a corporation for United States federal
income tax purposes whose name includes “Incorporated”, “Inc.”, “Corporation”,
“P.C.”, “Insurance Company” “Indemnity Company”, “Reinsurance Company”, or
“Assurance Company”:




None specified, unless any amount payable to Party B under this Agreement is to be
paid to an account outside the United States, in which case the tax form to be
delivered by Party B shall be a correct, complete and duly executed U.S. Internal
Revenue Service Form W-9 (or successor thereto) that eliminates U.S. federal backup
withholding tax on payments to Party B under this Agreement.




(II) In all other cases:




A correct, complete and duly executed U.S. Internal Revenue Service Form W-9 (or
successor thereto) that eliminates U.S. federal backup withholding tax on payments to
Party B under this Agreement.




(ii) In addition, each party agrees to deliver to the other party, upon reasonable demand by
such other party, any other tax form that may be required or reasonably requested in writing
in order to allow such other party to make a payment under this Agreement (or under any
Credit Support Document) without any deduction or withholding for or on account of any tax
imposed by any government or other taxing authority in respect of any such payment (other
than a stamp, registration, documentation or similar tax), or with such deduction or
withholding at a reduced rate, which form shall be correct, complete and duly executed.




	(c)	 	Withholding Tax Liability. A breach of a representation under paragraph (a) above, or a
failure to deliver a required tax form in accordance with paragraph (b) above, by a party
hereunder (the “defaulting payee”) may result in a tax liability on the part of the other
party (the “payor”), as required by the United States Internal Revenue Code and regulations
thereunder, for withholding or backup withholding on any payment by the payor to the
defaulting payee under this Agreement (or under any Credit Support Document), including a
liability to remit to the U.S. Treasury Department the required amount of withholding and to
pay interest and penalties to the U.S. Treasury Department for amounts not withheld.






Accordingly, if any such breach or failure by the defaulting payee results in any such tax
liability, then (i) any amount so withheld and remitted to the U.S. Treasury Department
shall discharge the payor’s obligation under this Agreement (or under any Credit Support
Document) to pay to the defaulting payee the portion of any payment so withheld and remitted
(with the payor having no obligation to “gross up” any of its payments for such withheld
amounts), and (ii) if any tax liability resulting from the defaulting payee’s breach or
failure is assessed directly against the payor in respect of any amounts not withheld, the
defaulting payee shall indemnify the payor on demand for the amount of such tax liability
(including interest and penalties). However, any such breach or failure by the defaulting
payee shall not be an “Event of Default” or a “Potential Event of Default” under this
Agreement unless the defaulting payee fails to so indemnify the payor.




	 	 	Part 3. Documents






Delivery of Documents.




(i) When it delivers this Agreement, Party B shall also deliver its Closing Documents to
Party A in form and substance reasonably satisfactory to Party A. For each Transaction,
Party B shall deliver, promptly upon request, a duly executed incumbency certificate for the
person(s) executing the Confirmation for that Transaction on behalf of Party B.




(ii) For Party B, “Closing Documents” means an opinion of counsel covering Party B’s Basic
Representations under Section 3(a) as they relate to this Agreement, or in lieu thereof, (A)
a copy of Party B’s organizational documents, including its operating agreement and any
articles or certificate of registration or incorporation, and any amendments thereto, (B) a
certified copy of the resolutions of Party B duly adopted by or on behalf of the members of
Party B (and separate resolutions of the board of directors of each of Party B’s members
that is a corporate entity) authorizing the execution, delivery and performance by Party B
of this Agreement and authorizing Party B to enter into Transactions hereunder, and (C) a
duly executed incumbency certificate of Party B certifying the name, true signature and
authority of each person authorized to execute this Agreement and enter into Transactions
for Party B, together with, if this Agreement or any Transaction for Party B is being
executed through any of Party B’s members or its manager that is a corporate entity, an
incumbency certificate of each such member or manager certifying the name, true signature
and authority of each such person.




	 	 	Part 4. Miscellaneous






	(a)	 	Addresses for Notices. For purposes of Section 10(a) of this Agreement, all notices to a
party shall, with respect to any particular Transaction, be sent to its address, telex number
or facsimile number specified in the relevant Confirmation (or as specified below if not
specified in the relevant Confirmation), provided that any notice under Section 5 or 6 of this
Agreement, and any notice under this Agreement not related to a particular Transaction, shall
be sent to a party at its address specified below.






To Party A:




WACHOVIA BANK, NATIONAL ASSOCIATION


301 South College Street, DC-8


Charlotte, NC 28202-0600




Attention: Derivatives Documentation Group




Fax: (704) 383-0575


Phone: (704) 383-8778




To Party B:




NNN HEALTHCARE\OFFICE REIT MARKET EXCHANGE, LLC


     


     


     




Attention:      




Fax:      


Phone:      




	(b)	 	“Calculation Agent” means Party A.






	(c)	 	“Credit Support Document” means, with respect to Party B, each document (whether now existing
or hereafter executed) which by its terms secures, guarantees or otherwise supports Party B’s
obligations under this Agreement from time to time, whether or not this Agreement, any
Transaction, or any type of Transaction entered into hereunder is specifically referenced or
described in any such document.






“Credit Support Default” is amended by adding at the end of Section 5(a)(iii)(1):




“, any default, event of default or other similar condition or event (however described)
exists under any Credit Support Document, any action is taken to realize upon any collateral
provided to secure such party’s obligations hereunder or under any Transaction, or the other
party fails at any time to have a valid and perfected first priority security interest in
any such collateral;”




	(d)	 	“Credit Support Provider” means, with respect to Party B, each party to a Credit Support
Document that provides or is obligated to provide security, a guaranty or other credit support
for Party B’s obligations under this Agreement.






	(e)	 	Governing Law. To the extent not otherwise preempted by U.S. Federal law, this Agreement
will be governed by and construed in accordance with the law of the State of New York (without
giving effect to any provision of New York law that would cause another jurisdiction’s laws to
be applied).






	(f)	 	Waiver of Jury Trial. To the extent permitted by applicable law, each party irrevocably
waives any and all right to trial by jury in any legal proceeding in connection with this
Agreement, any Credit Support Document to which it is a party, or any Transaction.






	(g)	 	Netting of Payments. Section 2(c)(ii) will apply in respect of all Transactions from the
date of this Agreement, provided that Section 2(c)(ii) will not apply with respect to any
Transactions or group of Transactions for which the parties mutually agree shall be netted
operationally.






	(h)	 	“Affiliate” has its meaning as defined in Section 12.






	 	 	Part 5. Other Provisions






	(a)	 	2006 ISDA Definitions. This Agreement and each Transaction are subject to the 2006 ISDA
Definitions published by the International Swaps and Derivatives Association, Inc. (the “2006
ISDA Definitions”) and will be governed by the provisions of the 2006 ISDA Definitions. The
provisions of the 2006 ISDA Definitions are incorporated by reference in, and shall form part
of, this Agreement and each Confirmation. Any reference to a “Swap Transaction” in the 2006
ISDA Definitions is deemed to be a reference to a “Transaction” for purposes of this Agreement
or any Confirmation, and any reference to a “Transaction” in this Agreement or any
Confirmation is deemed to be a reference to a “Swap Transaction” for purposes of the 2006 ISDA
Definitions. The provisions of this Agreement (exclusive of the 2006 ISDA Definitions) shall
prevail in the event of any conflict between such provisions and the 2006 ISDA Definitions.






	(b)	 	Scope of Agreement. Any Specified Transaction now existing or hereafter entered into between
the parties (whether or not evidenced by a Confirmation) shall constitute a “Transaction”
under this Agreement and shall be subject to, governed by, and construed in accordance with
the terms of this Agreement, unless the confirming document(s) for that Specified Transaction
provide(s) otherwise. For any such Specified Transaction not evidenced by a Confirmation,
Section 2(a)(i) of this Agreement is amended to read as follows: “(i) Each party will make
each payment or delivery to be made by it under each Transaction, as specified in each
Confirmation (or otherwise in accordance with the terms of that Transaction if not evidenced
by a Confirmation), subject to the other provisions of this Agreement.” In the event the
parties enter into any such Specified Transaction that is a foreign exchange transaction or
provides for one or more payments or deliveries to be made in a currency other than U.S.
Dollars, (i) this Agreement shall be deemed to incorporate by reference the multicurrency
provisions of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) form, including
Section 8 thereof, and shall be read and construed in accordance with such provisions, mutatis
mutandis, with such modifications deemed made to Sections 6(e) and 12 hereof to incorporate
the Termination Currency Equivalent provisions of Sections 6(e) and 14 of such form and with
U.S. Dollars being deemed the Termination Currency for such purpose, and (ii) this Agreement
and any such Specified Transaction shall be deemed to incorporate by reference the 1998 FX and
Currency Option Definitions published by ISDA, EMTA Inc. and The Foreign Exchange Committee,
except as otherwise specifically provided herein or in the relevant Confirmation.






	(c)	 	Additional Representations. In addition to the representations under Section 3, the
following representations will apply:






(i) Relationship Between Parties. Each party will be deemed to represent to the other party
on the date on which it enters into a Relevant Agreement that:




	 	(1)	 	Non-Reliance.  It is acting for its own account, and it has made its own
independent decisions to enter into the Relevant Agreement and as to whether the
Relevant Agreement is appropriate or proper for it based solely upon its own judgment
and upon advice from such advisers as it has deemed necessary. It is not relying on
any communication (written or oral) of the other party or any of its affiliates (or its
respective representatives) as investment advice or as a recommendation to enter into
the Relevant Agreement, it being understood that information and explanations related
to the terms and conditions of any Relevant Agreement will not be considered investment
advice or a recommendation to enter into the Relevant Agreement. No communication
(written or oral) received from the other party or any of its affiliates (or its
respective representatives) will be deemed to be an assurance or guarantee as to the
expected results of the Relevant Agreement.






	 	(2)	 	Assessment and Understanding.  It is capable of assessing the merits of and
understanding (on its own behalf or through independent professional advice), and
understands and accepts, the terms, conditions and risks of the Relevant Agreement
based solely upon its own evaluation of the Relevant Agreement (including the present
and future results, consequences, risks, and benefits thereof, whether financial,
accounting, tax, legal, or otherwise) or that of its own advisers. It is also capable
of assuming, and assumes, the risks of the Relevant Agreement. It also understands that
the terms under which any Transaction may be terminated early are set forth in this
Agreement (or in the relevant Confirmation), and any early termination of a Transaction
other than pursuant to such terms is subject to mutual agreement of the parties
confirmed in writing, the terms of which may require one party to pay an early
termination fee to the other party based upon market conditions prevailing at the time
of early termination.






	 	(3)	 	Status of Parties.  The other party is not acting as a fiduciary for or an
adviser to it in respect of the Relevant Agreement, and any agency, brokerage, advisory
or fiduciary services that the other party (or any of its affiliates) may otherwise
provide to the party (or to any of its affiliates) excludes the Relevant Agreement.






“Relevant Agreement” means this Agreement, each Transaction, each Confirmation, any Credit
Support Document, or any agreement (including any amendment, modification, transfer or early
termination) between the parties relating to this Agreement or to any Transaction,
Confirmation or Credit Support Document.




(ii) Eligibility. Each party will be deemed to represent to the other party on the date on
which it enters into a Transaction that it is an “eligible contract participant” within the
meaning of the Commodity Exchange Act or otherwise qualifies under the CFTC’s Policy
Statement Concerning Swap Transactions (July 21, 1989) published in the Federal Register at
vol.54, pages 30694-30697.




(iii) ERISA. Each party represents to the other party at all times hereunder that it is not
(i) an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), or a plan as defined in Section 4975(e)(1) of
the Internal Revenue Code of 1986, as amended (the “Code”), subject to Title I of ERISA or
Section 4975 of the Code, or a plan as so defined but which is not subject to Title I of
ERISA or Section 4975 of the Code but is subject to another law materially similar to Title
I of ERISA or Section 4975 of the Code (each of which, an “ERISA Plan”), (ii) a person or
entity acting on behalf of an ERISA Plan, or (iii) a person or entity the assets of which
constitute assets of an ERISA Plan.




(iv) Authorized Persons. Party B represents, warrants and agrees that: (i) each Authorized
Person, acting singly, is authorized from time to time on behalf of and in the name of Party
B to negotiate, enter into, amend, transfer and terminate Transactions with Party A on such
terms as such Authorized Person may agree; (ii) Party B will be bound by the terms of each
Transaction, and any amendment, transfer or termination thereof, as and when that Authorized
Person enters into (whether orally by telephone or in writing) any such Transaction for
Party B or any agreement with Party A to amend, transfer or terminate any Transaction; and
(iii) Party A may rely and act upon any instruction, order, agreement or document purporting
to be from an Authorized Person and relating to any proposed or existing Transaction,
whether the instruction, order, agreement or document is in writing (signed or unsigned) or
is communicated by telephone, facsimile transmission or other electronic means, and once
Party A has acted or relied upon it, then that instruction, order, agreement or document may
not be rescinded, canceled, terminated, modified or amended without Party A’s prior written
consent.




“Authorized Person” means any person whose signature is set forth below Party B’s name on
the signature pages hereof and each other person who is a director, officer, partner (or
general partner), manager (or general manager), member (or managing member) or any other
person holding any office or position in Party B or in any of its partners (or general
partners), managers (or general managers) or members (or managing members).




	(d)	 	Set-off. Any amount (“Early Termination Amount”) payable to one party (“Payee”) by the
other party (“Payer”) under Section 6(e), in circumstances where there is a Defaulting Party
or one Affected Party in the case where a Termination Event under Section 5(b)(ii) has
occurred, will, at the option of the party (“X”) other than the Defaulting Party or the
Affected Party (and without prior notice to the Defaulting Party or the Affected Party), be
reduced by means of set off against any amount(s) (“Other Agreement Amount”) payable (whether
at such time or in the future or upon the occurrence of a contingency) by the Payee to the
Payer or to any Affiliate of the Payer (irrespective of the currency, place of payment or
booking office of the obligation) under any other agreement(s) between the Payee and the Payer
(or between the Payee and any Affiliate of the Payer) or instrument(s) or undertaking(s)
issued or executed by the Payee to, or in the favor of, the Payer or any Affiliate of the
Payer (and the Other Agreement Amount will be discharged promptly and in all respects to the
extent it is so set-off). X will give notice to the other party of any set-off effected under
this paragraph.






For this purpose, either the Early Termination Amount or the Other Agreement Amount (or the
relevant portion of such amounts) may be converted by X into the currency in which the other
is denominated at the rate of exchange at which such party would be able, acting in a
reasonable manner and in good faith, to purchase the relevant amount of such currency. The
term “rate of exchange” includes, without limitation, any premiums and costs of exchange
payable in connection with the purchase of or conversion into the relevant currency.




Nothing in this paragraph shall be effective to create a charge or other security interest.
This paragraph shall be without prejudice and in addition to any right of set-off,
combination of accounts, lien or other right to which any party is at any time otherwise
entitled (whether by operation of law, contract or otherwise).




	(e)	 	Change of Account. Any account designated by a party pursuant to Section 2(b) shall be in
the same legal and tax jurisdiction as the original account.






	(f)	 	Recording of Conversations.  Each party (i) consents to the recording of telephone
conversations between the trading, marketing and other relevant personnel of the parties or
any of their Affiliates in connection with this Agreement or any Transaction or potential
Transaction, (ii) agrees to obtain any necessary consent of, and give any necessary notice of
such recording to, its relevant personnel and those of its Affiliates and (iii) agrees, to the
extent permitted by applicable law, that such recordings may be submitted in evidence in any
Proceedings.






	(g)	 	Confirmation Procedures. Upon receipt thereof, Party B shall examine the terms of each
Confirmation sent by Party A, and unless Party B objects to the terms within three New York
business days after receipt of that Confirmation, those terms shall be deemed accepted and
correct absent manifest error, in which case that Confirmation will be sufficient to form a
binding supplement to this Agreement notwithstanding Section 8(e)(ii) of this Agreement.






	(h)	 	Covenants of Financial Agreements.






(i) Party B shall provide Party A at all times hereunder with the same covenant protection
as Party B provides Party A (or any of its Affiliates) under Financial Agreements.
Therefore, in addition to the Cross Default provisions of this Agreement, and
notwithstanding the satisfaction of any obligation or promise to pay money to Party A (or
any of its Affiliates) under any Financial Agreement, or the termination or cancellation of
any Financial Agreement, Party B hereby agrees to perform, comply with and observe for the
benefit of Party A hereunder all affirmative and negative covenants contained in each
Financial Agreement applicable to Party B (excluding any obligation or promise to pay money
under any Financial Agreement) at any time Party B has any obligation (whether absolute or
contingent) under this Agreement.




(ii) For purposes hereof: (A) the affirmative and negative covenants of each Financial
Agreement applicable to Party B (together with related definitions and ancillary provisions,
but in any event excluding any obligation or promise to pay money under any Financial
Agreement) are incorporated (and upon execution of any future Financial Agreement, shall
automatically be incorporated) by reference herein (mutatis mutandis); (B) if other lenders
or creditors are parties to any Financial Agreement, then references therein to the lenders
or creditors shall be deemed references to Party A; and (C) for any such covenant applying
only when any loan, other extension of credit, obligation or commitment under the Financial
Agreement is outstanding, that covenant shall be deemed to apply hereunder at any time Party
B has any obligation (whether absolute or contingent) under this Agreement.




(iii) Notwithstanding the foregoing, if the incorporation of any provision by reference from
any Financial Agreement would result in the violation by Party B of the terms of that
Financial Agreement, or be in violation of any law, rule or regulation (as interpreted by
any court of competent jurisdiction), then this Agreement shall not incorporate that
provision.




“Financial Agreement” means each existing or future agreement or instrument relating to any
loan or extension of credit from Party A (or any of its Affiliates) to Party B (whether or
not anyone else is a party thereto), as the same exists when executed and without regard to
(i) any termination or cancellation thereof or Party A (or any of its Affiliates) ceasing to
be a party thereto (whether as a result of repayment thereof or otherwise), or (ii) unless
consented to in writing by Party A (or any of its Affiliates), any amendment, modification,
addition, waiver or consent thereto or thereof.




	(i)	 	Transfer. Notwithstanding anything contained in Section 7 of this Agreement, if the rights
of Party A (or any of its Affiliates) in any loan or extension of credit under any Financial
Agreement are sold, assigned or otherwise transferred to any purchaser, assignee or transferee
to which Party A (or its relevant Affiliate) may lawfully make such sale, assignment or
transfer, then Party A may transfer without recourse its rights and obligations in or under
this Agreement (and any Credit Support Document) to any such purchaser, assignee or
transferee, provided that Party B is provided with written notice of such transfer and a
written acknowledgement of the purchaser, assignee or transferee stating that it has acquired
such rights and obligations of Party A and is bound by the terms of this Agreement (and any
Credit Support Document) as Party A’s successor hereunder (and thereunder).






	(j)	 	Independent Obligations. (i) Although Party B may be entering into one or more Transactions
under this Agreement to hedge against the interest expense of, or other risk associated with,
an existing or future loan or other financing, this Agreement and each Transaction shall be an
independent obligation of Party B separate and apart from any such loan or other financing,
and therefore: (A) each party’s obligations under this Agreement or any Transaction shall not
be contingent on whether any loan or other financing closes, is outstanding or is repaid, in
whole or in part, at any time; (B) subject to paragraph (ii) below, any repayment,
acceleration, satisfaction, discharge or release of, and any amendment, modification or waiver
with respect to, any loan or other financing, whether in whole or in part, at any time, shall
not in any way affect this Agreement, any Transaction or either party’s obligations under this
Agreement or any Transaction; (C) payments that become due under this Agreement or any
Transaction shall be due whether or not (1) the Notional Amount of any Transaction at any time
is different from the principal amount of any loan or other financing, (2) the Termination
Date of any Transaction occurs before or after the maturity date of any loan or other
financing, or (3) any other terms of any loan or other financing are different from the terms
of this Agreement or any Transaction; (D) nothing in this Agreement or in any Confirmation is
intended to be, nor shall anything herein or therein be construed as, a prepayment penalty,
charge or premium for purposes of any loan or other financing, nor shall any terms of any loan
or other financing be deemed a waiver of or otherwise impair any amount due or that may become
due under this Agreement or under any Transaction; (E) if Party B at any time receives from
Party A (or any of its affiliates) any payoff statement or other written statement regarding
any loan or other financing, nothing in such statement shall be deemed to apply to this
Agreement or any Transaction except as otherwise expressly provided in that statement and then
only to the extent so provided; (F) the terms under which any Transaction may be terminated
early are set forth in this Agreement (including any Confirmation of such Transaction), and
any early termination of a Transaction other than pursuant to the provisions of this Agreement
(including any such Confirmation) is subject to mutual agreement of the parties confirmed in
writing, the terms of which may require one party to pay an early termination fee to the other
party based upon market conditions prevailing at the time of early termination; and (G) if at
any time any existing or future collateral or other credit support secures or otherwise
supports both this Agreement (or any Transaction hereunder) and any loan or other financing
(whether this Agreement or any Transaction hereunder is specifically identified in the
collateral or credit support documents, or instead is referred to therein generically), then
Party A (or its agent) shall be entitled to continue to hold such collateral or other credit
support, and such collateral or other credit support shall continue to secure or otherwise
support Party B’s obligations under this Agreement (or any Transaction hereunder), until such
time as all such obligations of Party B are completely satisfied notwithstanding any
repayment, acceleration, satisfaction, discharge or release of any such loan or other
financing.






(ii) Nothing in paragraph (i) above shall be construed as impairing or limiting: any set-off
rights; any cross default, credit support default or other provisions contained in this
Agreement or any Confirmation to the extent such provisions refer to any repayment or
acceleration of any loan or other financing; any rights or obligations under any Credit
Support Documents; or any obligations of Party B under any covenant incorporated in this
Schedule by reference from any loan or other financing (provided that any amendment,
modification or waiver executed and delivered by Party A in writing with respect to any such
covenant shall be deemed to apply hereunder to that covenant as so incorporated unless
otherwise expressly provided in such writing).



IN WITNESS WHEREOF, the parties have executed this Schedule by their duly authorized signatories as
of the date hereof.



WACHOVIA BANK, NATIONAL ASSOCIATION



By: /s/ John Miechkowski

Name: John Miechkowski

Title: Director









NNN HEALTHCARE\OFFICE REIT MARKET EXCHANGE, LLC

a Delaware limited liability company



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Title: Authorized Signer




SWAP TRANSACTION CONFIRMATION



Date: October 02, 2007


To: NNN Healthcare\Office REIT Market Exchange, LLC (“Counterparty”)





Address: 1551 N. Tustin Avenue, Suite 200  


Santa Ana CA


92705 USA



Email: dprosky@1031nnn.com


Attention: Dan Prosky


From: Wachovia Bank, N.A. (“Wachovia”)


Ref. No: 2140911



Dear Dan Prosky:



This confirms the terms of the Transaction described below between Counterparty and Wachovia. The
definitions and provisions contained in the 2006 ISDA Definitions, as published by the
International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In
the event of any inconsistency between those definitions and provisions and this Confirmation, this
Confirmation will govern. Fixed Amounts and Floating Amounts for each applicable Payment Date
hereunder will be calculated in accordance with the ISDA Definitions, and if any Fixed Amount and
Floating Amount are due for the same Payment Date hereunder, then those amounts shall not be
payable and instead the Fixed Rate Payer shall pay the positive difference, if any, between the
Fixed Amount and the Floating Amount, and the Floating Rate Payer shall pay the positive
difference, if any, between the Floating Amount and the Fixed Amount.



1. The terms of the particular Transaction to which the Confirmation relates are as follows:



Transaction Type: Interest Rate Swap


Currency for Payments: U.S. Dollars


Notional Amount: USD 14,500,000.00



Term:


Trade Date: September 28, 2007


Effective Date: September 28, 2007


Termination Date: September 28, 2010 , subject to adjustment in accordance with the Modified
Following Business Day Convention.


Fixed Amounts:


Fixed Rate Payer: Counterparty 



Payment Dates: Monthly on the 1st of each month commencing November 01, 2007, through and including
the Termination Date



Business Day Convention: Modified Following



Business Day: New York



Fixed Rate: 4.62%



Fixed Rate Day Count Fraction: Actual/360


Floating Amounts:



Floating Rate Payer: Wachovia


Payment Dates: Monthly on the 1st of each month commencing November 01, 2007, through and including
the Termination Date


Business Day Convention: Modified Following


Business Day: New York


Floating Rate for initial Calculation Period: 5.12875%


Floating Rate Option: USD-LIBOR-BBA


Designated Maturity: 1 Month


Spread: None


Floating Rate Day Count Fraction: Actual/360


Floating Rate determined: Two London Banking Days prior to each Reset Date.


Reset Dates: The first day of each Calculation Period.


Compounding: Inapplicable


Rounding convention: 5 decimal places per the ISDA Definitions.



2. The additional provisions of this Confirmation are as follows:



Calculation Agent: 


Wachovia



Payment Instructions: 


Wachovia Wholesale Lockbox


P.O. Box 60308


Charlotte, NC 28260-0308



Wachovia Contacts: 


Settlement and/or Rate Resets


1-800-249-3865


1-704-383-8429



Documentation:


Tel:  (704) 715-7051


Fax:  (704) 383-9139



Collateral:


Tel:  (704) 383-9529


Please quote transaction reference number.



Payments to Counterparty:


Please provide written payment instructions.



Wachovia will make no payments until written payment instructions are received.



Phone: 1-800-249-3865 Fax: 1-704-383-8429



Additional Terms



Termination Event. The following event shall constitute a “Termination Event” for this Transaction:
before the opening of business on October 18, 2007, the Counterparty fails to execute and deliver
to Wachovia an ISDA Master Agreement (including a Schedule thereto) in form and substance
acceptable to Wachovia in its sole discretion.



If this Termination Event occurs, Wachovia may give written notice (including by facsimile
transmission) to the Counterparty designating a New York Business Day not earlier than (nor more
than 20 days after) the day such notice is given as the “Early Termination Date” for this
Transaction. Upon that designation, all obligations under this Transaction will terminate and be
replaced by an obligation of one party hereto to make a payment to the other party hereto as
compensation for the termination of this Transaction (“Termination Payment”). The amount of, and
the party obligated to make the Termination Payment shall be determined by Wachovia in accordance
with the provisions of Section 6(e) of the 1992 ISDA Master Agreement (“ISDA Master”), which
provisions, together with related definitions and ancillary provisions, are hereby incorporated by
reference (mutatis mutandis) from the Local Currency—Single Jurisdiction version of the ISDA
Master Agreement. For purposes of the foregoing, (i) the “Second Method” and “Market Quotation”
apply, (ii) this Transaction will be deemed a “Terminated Transaction”, and (iii) the Counterparty
will be deemed the “Affected Party”, as such terms are used in the ISDA Master Agreement.



The Termination Payment will be due on the New York Business Day following the Early Termination
Date, together with interest thereon (payable on demand and computed on a 360-day year basis for
actual days elapsed) at a rate per annum equal to 2% plus the daily average Bank Prime Loan rate in
effect for each day the Termination Payment remains unpaid as published in N.Y. Federal Reserve
Statistical Release H.15(519) for each such day.



Documentation



If at any time there exists an executed ISDA Master Agreement between the parties governing this
Transaction, this Confirmation supplements, forms part of and will be governed by that ISDA Master
Agreement, and all provisions contained or incorporated by reference in that ISDA Master Agreement
will govern this Confirmation except as expressly modified herein. In the absence of that ISDA
Master Agreement, this Confirmation shall supplement, form a part of, and be subject to an
agreement in the form of the ISDA Master Agreement (Local Currency-Single Jurisdiction) published
in 1992 by the International Swaps and Derivatives Association, Inc. as if the parties had executed
an agreement in such form (the provisions of which are hereby incorporated by reference), but
without any Schedule except for the election of New York law (without regard to conflicts of law
principles) as the governing law. References in this Confirmation to the “ISDA Master Agreement”
shall be to whichever of the foregoing is applicable. Neither party is acting as the other party’s
financial advisor for this Transaction nor is it relying on the other party for any evaluation of
the present or future results, consequences, risks, and benefits of this transaction, whether
financial, accounting, tax, legal, or otherwise.



Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a
copy of this Confirmation and returning it to us.



Very truly yours,



Wachovia Bank, N.A.



By: /s/ Tracey Bissell

Name: Tracey Bissell

Title: Vice President

Ref. No. 2140911













Accepted and Confirmed as of date first written above:



NNN Healthcare\Office REIT Market Exchange, LLC



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Title: Authorized Signer





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