0001299933-10-001386 Sample Contracts

WELLS FARGO BANK, NATIONAL ASSOCIATION CONSTRUCTION TERM LOAN AGREEMENT
National Association   Construction Term Loan Agreement • April 6th, 2010 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts

THIS AGREEMENT, effective September 16, 2005 (the “Effective Date”), is between STINGRAY PROPERTIES, LLC (the “Borrower”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Bank”).

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BILL OF SALE, ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS
Assignment and Assumption of Leases and Contracts • April 6th, 2010 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts

THIS BILL OF SALE, ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS (this “Bill of Sale”) is made as of the 31st day of March, 2010, by and between Stingray Properties, LLC, a Minnesota limited liability company (“Assignor”), and G&E Healthcare REIT II Sartell MOB, LLC, a Delaware Limited Liability Company (“Assignee”).

SUBORDINATION AGREEMENT (MORTGAGE)
Subordination Agreement • April 6th, 2010 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts • Minnesota

THIS SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of March 31, 2010, by and among G&E HEALTHCARE REIT II SARTELL MOB, LLC, a Delaware limited liability company, the owner of the real property described below (“Owner”), STINGRAY PROPERTIES, LLC, a Minnesota limited liability company, the present holder of the Subordinated Mortgage defined below (“Mortgagee”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF RENTS AND LEASES
Mortgage, Security Agreement and Assignment • April 6th, 2010 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts

THIS INDENTURE (hereinafter referred to as the “Mortgage”) made as of the 31st day of March, 2010, by and between G & E HEALTHCARE REIT II SARTELL MOB, LLC, a Delaware limited liability company (the “Mortgagor”), whose mailing address is 1551 North Tustin Avenue, Suite 200, Santa Ana, California 92705, and STINGRAY PROPERTIES, LLC, a Minnesota limited liability company (the “Mortgagee”) whose mailing address is 6975 Saukview Drive, St. Cloud, Minnesota 56303.

WELLS FARGO BANK, NOTE MODIFICATION AGREEMENT NATIONAL ASSOCIATION WITH STINGRAY PROPERTIES, LLC
Note Modification Agreement • April 6th, 2010 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts

THIS NOTE MODIFICATION AGREEMENT (the “Modification Agreement”), effective July 1, 2006 (the “Effective Date”), is between STINGRAY PROPERTIES, LLC (the “Borrower”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Bank”).

W ELLS FARGO BANK, CONSEN NATIONAL ASSOCIATION T AND ASSUMPTION AGREEMENT WITH G&E HEALTHCARE REIT II SARTELL MOB, LLC
Consent and Assumption Agreement • April 6th, 2010 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts

THIS CONSENT AND ASSUMPTION AGREEMENT (the “Consent Agreement”), effective MARCH 31, 2010 (the “Effective Date”), is between G&E HEALTHCARE REIT II SARTELL MOB, LLC, a Delaware limited liability company (the “Buyer”), STINGRAY PROPERTIES, LLC (the “Borrower”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Bank”).

WELLS FARGO BANK, SECOND NOTE MODIFICATION NATIONAL ASSOCIATION WITH STINGRAY PROPERTIES, LLC
Second Note Modification Agreement • April 6th, 2010 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts

THIS SECOND NOTE MODIFICATION AGREEMENT (the “Modification Agreement”), effective August 15, 2006 (the “Effective Date”), is between STINGRAY PROPERTIES, LLC (the “Borrower”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Bank”).

To: Stingray Properties, LLC Attention: Gary Verkinnes 6975 Seukview Drive St. Cloud, MN 58303 Telephone; (320) 253-0228 Fax: (320) 251-9368 From: Wells Fargo Bank, N.A. Attention: Martha Burke 417 Montgomery Street Suite 500 MAC A0108-050 San...
Grubb & Ellis Healthcare REIT II, Inc. • April 6th, 2010 • Real estate investment trusts

This Confirmation supplements, forms part of, and is subject to that certain interest Rate Master Agreement by and between Party A and Party B, a copy of which either is being delivered herewith or has been delivered if such Interest Rate Master Agreement has not been previously executed, Party B hereby agrees to promptly execute and deliver such Interest Rate Master Agreement together with such other documents Party A may reasonably require. tint’) the parties hereto execute en interest Rate Master Agreement, this communication itself constitutes a binding agreement between us setting forth the essential terms or the Transaction and incorporates by reference Party As form of interest Rate master Agreement. All provisions incorporated by reference from that Interest Rate Master Agreement govern this Confirmation except as expressly modified below.

PERFORMANCE OF LOAN OBLIGATIONS AND INDEMNITY AGREEMENT
Performance of Loan Obligations and Indemnity Agreement • April 6th, 2010 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts • Minnesota

THIS PERFORMANCE OF LOAN OBLIGATIONS AND INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of March, 2010 (the “Effective Date”), by and among G&E HEALTHCARE REIT II SARTELL MOB, LLC, a Delaware limited liability company (“Buyer”); STINGRAY PROPERTIES, LLC, a Minnesota limited liability company (“Seller”); SYLVAN HOLDINGS, LLC, a Minnesota limited liability company and CRYSTAL BLUE PROPERTIES, LLC, a Minnesota limited liability company (collectively, “Existing Entity Guarantors”); RONALD BERG, GARY VERKINNES, JEFFREY GERDES, and SAMIR ELGHOR, each an individual (collectively, “Existing Individual Guarantors” and together with Existing Entity Guarantors, “Existing Guarantors”); and GRUBB & ELLIS HEALTHCARE REIT II, INC., a Maryland corporation (“Buyer Parent”).

REPLACEMENT RESERVE AGREEMENT
Replacement Reserve Agreement • April 6th, 2010 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts • Minnesota

This REPLACEMENT RESERVE AGREEMENT (“Agreement”) is made and entered into, to be effective as of March 31, 2010, by and between between G&E HEALTHCARE REIT II SARTELL MOB, LLC, a Delaware limited liability company (“Mortgagor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”) and its successors and assigns.

MODIFICATION OF THIRD-PARTY MORTGAGE, SECURITY AGREEMENT, FIXTURE FINANCING STATEMENT AND ASSIGNMENT OF LEASES AND RENTS
Grubb & Ellis Healthcare REIT II, Inc. • April 6th, 2010 • Real estate investment trusts

THIS MODIFICATION OF THIRD-PARTY MORTGAGE, SECURITY AGREEMENT, FIXTURE FINANCING STATEMENT AND ASSIGNMENT OF LEASES AND RENTS (the “Modification Agreement”), effective March 31, 2010, is by and between G&E HEALTHCARE REIT II SARTELL MOB, LLC, a Delaware limited liability company (the “Mortgagor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Mortgagee”).

INTEREST RATE MASTER AGREEMENT
Interest Rate Master Agreement • April 6th, 2010 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts • California

THIS INTEREST RATE MASTER AGREEMENT (“Master Agreement”) is entered into as of the 26th day of August, 2005, by and between WELLS FARGO BANK, N.A. (“Party A”), and STINGRAY PROPERTIES, LLC, a Minnesota limited liability company (“Party B”).

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