DEED OF TRUST MODIFICATION AGREEMENT

Prepared outside the Commonwealth of Virginia.
After Recording Mail To:

KEYBANK NATIONAL ASSOCIATION
Key Healthcare Finance
WA 31-13-2313
0000 Xxxxx Xxxxxx, 00^xx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxx

SPACE ABOVE LINE FOR RECORDER’S USE

Grantor’s Organizational Identification Number: 4845922
Tax ID No. 05900-00-000-0081

DEED OF TRUST MODIFICATION AGREEMENT

THIS DEED OF TRUST MODIFICATION AGREEMENT (“Agreement") is made as of May 26, 2011, between KEYBANK NATIONAL ASSOCIATION, a national banking association (“Beneficiary") and G&E XX XXXX XX LOW MOOR SNF, LLC, a Delaware limited liability company (“Grantor”) with respect to that certain Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated September 16, 2010, recorded under Recording Number 100001727, records of Alleghany County, Virginia (the “Deed of Trust") encumbering the real property legally described on Exhibit A hereto.

1. Capitalized terms used but not defined herein are defined in the Deed of Trust.

2. For good and valuable consideration, Borrower and Lender agree that the Deed of Trust is hereby amended as follows:

2.1. From and after the date hereof, the Secured Obligations secured by the Deed of Trust shall also include:

(a) Payment of all obligations at any time owing under a promissory note (“Additional Note”) issued by Grantor, XXXXX & XXXXX HEALTHCARE REIT II, INC., a Maryland corporation, G&E XX XXXX XX XXXXXXX SNF, LLC, a Delaware limited liability company, G&E XX XXXX XX LEBANON SNF, LLC, a Delaware limited liability company, G&E XX XXXX XX CHARLOTTESVILLE SNF, LLC, a Delaware limited liability company, and G&E XX XXXX XX MIDLOTHIAN SNF, LLC, a Delaware limited liability company, (collectively with Grantor, “Borrower”) as maker and payable to Lenders pursuant to the Additional Advance Agreement (defined below) in the principal amount of FIVE MILLION and NO/100 DOLLARS ($5,000,000.00); and

(b) Payment and performance of all obligations of Borrower under that certain Additional Advance Agreement of even date herewith between Borrower and Lender.

2.2. All references in the Deed of Trust to the “Note” shall refer collectively to the Note and the Additional Note.

2.3. The occurrence of any “Event of Default” under the Additional Advance Agreement shall be an Event of Default under the Deed of Trust

3. The terms and conditions of the Deed of Trust, as amended and supplemented by this Agreement remain in full force and effect and are hereby affirmed and ratified.

4. This Agreement is not intended and shall not be construed to impair the validity, priority or enforceability of the Deed of Trust.

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IN WITNESS WHEREOF, Grantor and Beneficiary have executed this Agreement as of the date first written above.

“Beneficiary”

KEYBANK NATIONAL ASSOCIATION, a national banking association

By:			—
Name:			—
Title:			—

“Grantor”

G&E XX XXXX XX LOW MOOR SNF, LLC,
a Delaware limited liability company

By: G&E XX XXXX XX Virginia SNF Portfolio LLC,
a Delaware limited liability company, its sole member

By: Xxxxx & Xxxxx Healthcare REIT II Holdings, LP,
a Delaware limited partnership, its sole member

By: Xxxxx & Xxxxx Healthcare REIT II, Inc.,

a Maryland corporation, its General Partner

By: /s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx

Title: Pres., Chief Operating Officer

ACKNOWLEDGMENTS

STATE OF WASHINGTON
COUNTY OF KING )
) ss.
)

I certify that I know or have satisfactory evidence that        is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument as the        of KEYBANK NATIONAL ASSOCIATION, a national banking association, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.

Dated: May   , 2011.

Signature

				Print Name NOTARY PUBLIC in and for the State of Washington, residing at			.
				My commission expires			.
STATE OF CALIFORNIA				) ) ss:
COUNTY OF ORANGE				)

On May 25, 2011 before me, Xxx Xxxxxxxxx, Notary Public, personally appeared Xxxxx Xxxxxx, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature /s/ Xxx Xxxxxxxxx (Seal)

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