Preview | Mortgage, Security Agreement and Fixture Filing |


this instrument prepared by
and when recorded return to:
Sonnenschein Nath & Rosenthal LLP
5960 Fairview Road, Suite 400
Charlotte, North Carolina 28210
Attn: James M. Tucker, Esq.
		*(SPACE ABOVE THIS LINE FOR RECORDERS USE)*


ARTICLE I. REPRESENTATIONS AND WARRANTIES OF BORROWER



1.1		Organization; Special Purpose

1.2		Title

1.3		No Bankruptcy Filing

1.4		Full and Accurate Disclosure

1.5		Proceedings; Enforceability

1.6		No Conflicts

1.7		Federal Reserve Regulations; Investment Company Act

1.8		Taxes

1.9		ERISA

1.10		Property Compliance

1.11		Utilities

1.12		Public Access

1.13		Litigation; Agreements

1.14		Physical Condition

1.15		Contracts

1.16		Leases

1.17		Foreign Person

1.18		Management Agreement

1.19		Fraudulent Transfer

1.20		Foreign Assets Control


ARTICLE II. COVENANTS OF BORROWER



2.1		Defense of Title

2.2		Performance of Obligations

2.3		Insurance

2.4		Payment of Taxes

2.5		Casualty and Condemnation

2.6		Construction Liens

2.7		Rents and Profits

2.8		Leases

2.9		Alienation and Further Encumbrances

2.10		Payment of Utilities, Assessments, Charges, Etc

2.11		Access Privileges and Inspections

2.12		Waste; Alteration of Improvements

2.13		Zoning

2.14		Financial Statements and Books and Records

2.15		Further Assurances

2.16		Payment of Costs; Reimbursement to Lender

2.17		Security Interest

2.18		Security Agreement

2.19		Easements and Rights-of-Way

2.20		Compliance with Laws

2.21		Additional Taxes

2.22		Secured Indebtedness

2.23		Borrowers Waivers

2.24		SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL

2.25		Attorney-in-Fact Provisions

2.26		Management

2.27		Hazardous Waste and Other Substances

2.28		Indemnification; Subrogation

2.29 Covenants with Respect to Existence, Indebtedness, Operations, Fundamental Changes of Borrower


ARTICLE V. REMEDIES



5.1		Remedies Available

5.2		Application of Proceeds

5.3		Right and Authority of Receiver or Lender in the Event of Default; Power of Attorney

5.4		Occupancy After Foreclosure

5.5		Notice to Account Debtors

5.6		Cumulative Remedies

5.7		Payment of Expenses


ARTICLE VI. MISCELLANEOUS TERMS AND CONDITIONS



6.1		Time of Essence

6.2		Release of Mortgage

6.3		Certain Rights of Lender

6.4		Waiver of Certain Defenses

6.5		Notices

6.6		Successors and Assigns; Joint and Several Liability

6.7		Severability

6.8		Gender

6.9		Waiver; Discontinuance of Proceedings

6.10		Section Headings

6.11		GOVERNING LAW

6.12		Counting of Days

6.13		Relationship of the Parties

6.14		Application of the Proceeds of the Note

6.15		Unsecured Portion of Indebtedness

6.16		Cross Default

6.17		Interest After Sale

6.18		Inconsistency with Other Loan Documents

6.19		Construction of this Document

6.20		No Merger

6.21		Rights With Respect to Junior Encumbrances

6.22		Lender May File Proofs of Claim

6.23		Fixture Filing

6.24		After-Acquired Property

6.25		No Representation

6.26		Counterparts

6.27		Personal Liability

6.28		Recording and Filing

6.29		Intentionally Deleted

6.30		Entire Agreement and Modifications

6.31		Secondary Market

6.32		Dissemination of Information

6.33		Intentionally Deleted

6.34		REMIC Opinions

THIS MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING (as the same may from time to time be amended, consolidated, renewed or replaced, this Mortgage) is made as of May 14, 2007, by NNN HEALTHCARE/OFFICE REIT COMMONS V, LLC, a Delaware limited liability company (Borrower), having an address at c/o Triple Net Properties, LLC, 1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705, to WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, Lender), whose address is Commercial Real Estate Services, 8739 Research Drive URP - 4, NC 1075, Charlotte, North Carolina 28262.

THAT FOR AND IN CONSIDERATION OF THE SUM OF TEN AND NO/100 DOLLARS ($10.00), AND OTHER VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, BORROWER HAS GRANTED, BARGAINED, SOLD, ALIENED, CONVEYED, CONFIRMED AND TRANSFERRED AND BY THESE PRESENTS BORROWER HEREBY IRREVOCABLY MORTGAGES, BARGAINS, SELLS, ALIENS, CONVEYS, TRANSFERS, PLEDGES, SETS OVER AND ASSIGNS TO LENDER, with power of sale, all of Borrowers estate, right, title and interest in, to and under any and all of the following described property, whether now owned or hereafter acquired by Borrower (collectively, the Property):

(A) All that certain real property situated in the County of Collier, State of Florida, more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the Premises), together with all of the easements, rights, privileges, franchises, tenements, hereditaments and appurtenances now or hereafter thereunto belonging or in any way appertaining thereto, and all of the estate, right, title, interest, claim and demand whatsoever of Borrower therein or thereto, either at law or in equity, in possession or in expectancy, now or hereafter acquired;

(B) All structures, buildings and improvements of every kind and description now or at any time hereafter located or placed on the Premises (the Improvements);

(C) All furniture, furnishings, fixtures, goods, equipment, inventory or personal property owned by Borrower and now or hereafter located on, attached to or used in and about the Improvements, including, but not limited to, all machines, engines, boilers, dynamos, elevators, stokers, tanks, cabinets, awnings, screens, shades, blinds, carpets, draperies, lawn mowers, and all appliances, plumbing, heating, air conditioning, lighting, ventilating, refrigerating, disposal and incinerating equipment, and all fixtures and appurtenances thereto, and such other goods and chattels and personal property owned by Borrower as are now or hereafter used or furnished in operating the Improvements, or the activities conducted therein, and all building materials and equipment hereafter situated on or about the Premises or Improvements, and all warranties and guaranties relating thereto, and all additions thereto and substitutions and replacements therefor (exclusive of any of the foregoing owned or leased by tenants of space in the Improvements);

(D) All easements, rights-of-way, strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights, and other emblements now or hereafter located on the Premises or under or above the same or any part or parcel thereof, and all estates, rights, titles, interests, tenements, hereditaments and appurtenances, reversions and remainders whatsoever, in any way belonging, relating or appertaining to the Property or any part thereof, or which hereafter shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter acquired by Borrower;

(E) All water, ditches, wells, reservoirs and drains and all water, ditch, well, reservoir and drainage rights which are appurtenant to, located on, under or above or used in connection with the Premises or the Improvements, or any part thereof, whether now existing or hereafter created or acquired;

(F) All minerals, crops, timber, trees, shrubs, flowers and landscaping features now or hereafter located on, under or above the Premises;

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2.30		Embargoed Person

2.31		Anti-Money Laundering

2.32		ERISA

2.33		ERISA


ARTICLE III. RESERVES AND CASH MANAGEMENT



3.1		Reserves Generally

3.2		Payment Reserve

3.3		Impound Account

3.4		Intentionally Deleted

3.5		Replacement Reserve

3.6		Rollover Reserve


ARTICLE IV. EVENTS OF DEFAULT



4.1		Events of Default