EX-10.7






	 	 	 	 	 
	Prepared By/Return To:
	 	 	 	 
	Sheppard, Mullin, Richter & Hampton llp
650 Town Center Drive, 4th Floor
Costa Mesa, California 92626-1993
Attn: Kenneth D. Fox, Esquire
	 	 	 	 
	   SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE







OPEN-END MORTGAGE, ASSIGNMENT,

SECURITY AGREEMENT AND

FIXTURE FILING




by




G&E HEALTHCARE REIT LINCOLN PARK BOULEVARD, LLC,

a Delaware limited liability company,

as Mortgagor,




in favor of




WACHOVIA FINANCIAL SERVICES, INC.,

as Mortgagee




This document serves as a Fixture Filing under the Ohio Uniform Commercial Code.




Mortgagor’s Organizational Identification Number is 4474545




1




Open-End Mortgage, Assignment, Security Agreement and Fixture Filing




This Open End Mortgage, Assignment, Security Agreement and Fixture Filing is granted as of the
20th day of December, 2007, by G&E HEALTHCARE REIT LINCOLN PARK BOULEVARD, LLC, a Delaware limited
liability company (herein referred to as “Mortgagor”), whose address is c/o Triple Net
Properties, LLC, 1551 N. Tustin Avenue, Suite 300, Santa Ana, California 92705, to WACHOVIA
FINANCIAL SERVICES, INC. (“Mortgagee”), whose address is c/o Wachovia Bank, N.A., Real
Estate Financial Services, General Banking Group, Mail Code: CA 6233, 15750 Alton Parkway, Irvine,
California 92618.



Recitals




Mortgagor has requested that Mortgagee make the Loan (as hereinafter defined) to Mortgagor.
As a condition precedent to making the Loan, Mortgagee has required that Mortgagor execute and
deliver this Open-End Mortgage, Assignment, Security Agreement and Fixture Filing to Mortgagee.



Grants and Agreements




Now, therefore, in order to induce Mortgagee to make the Loan to Mortgagor, Mortgagor agrees
as follows:



Article I




Definitions




As used in this Mortgage, the terms defined in the Preamble hereto shall have the respective
meanings specified therein, and the following additional terms shall have the meanings specified:



"Accessories” means all fixtures, goods which are, or are to become, fixtures,
equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and
construction materials, supplies and other articles of personal property, of every kind and
character, tangible and intangible (including software embedded therein), now owned or hereafter
acquired by Mortgagor, which are now or hereafter attached to or situated in, on or about the Land
or Improvements, or used in or necessary to the complete and proper planning, development, use,
occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for
use or installation in or on the Land or Improvements, and all Additions to the foregoing, all of
which are hereby declared to be permanent accessions to the Land.



"Accelerating Transfer” means any Transfer of all or any part of the Property, the
legal or beneficial interest therein, or any membership interest in Mortgagor in violation of
Section 5.2 of this Mortgage.



"Accounts” means all accounts of Mortgagor, within the meaning of the Uniform
Commercial Code of the State, derived from or arising out of the use, occupancy or enjoyment of the
Property or for services rendered therein or thereon.



"Additions” means any and all alterations, additions, accessions and improvements to
property, substitutions therefor, and renewals and replacements thereof.



"Claim” means any liability, suit, action, claim, demand, loss, expense, penalty,
fine, judgment or other cost of any kind or nature whatsoever, including fees, costs and expenses
of attorneys, consultants, contractors and experts.



"Condemnation” means any taking of title to, use of, or any other interest in the
Property under the exercise of the power of condemnation or eminent domain, whether temporarily or
permanently, by any Governmental Authority or by any other Person acting under or for the benefit
of a Governmental Authority.



"Condemnation Awards” means any and all judgments, awards of damages (including
severance and consequential damages), payments, proceeds, settlements, amounts paid for a taking in
lieu of Condemnation, or other compensation heretofore or hereafter made, including interest
thereon, and the right to receive the same, as a result of, or in connection with, any Condemnation
or threatened Condemnation.



"Contract of Sale” means any contract for the sale of all or any part of the Property
or any interest therein, whether now in existence or hereafter executed.



"Default” means an event or circumstance which, with the giving of Notice or lapse of
time, or both, would constitute an Event of Default under the provisions of this Mortgage.



"Design and Development Documents” means, collectively, (a) all contracts for services
to be rendered, work to be performed or materials to be supplied in the development of the Land or
the construction or repair of Improvements, if any; (b) all plans, drawings and specifications for
the development of the Land or the construction or repair of Improvements, if any; (c) all permits,
licenses, variances and other rights or approvals issued by or obtained from any Governmental
Authority or other Person in connection with the development of the Land or the construction or
repair of Improvements, if any; and (d) all amendments of or supplements to any of the foregoing.



"Encumbrance” means any Lien, easement, right of way, roadway (public or private),
condition, covenant or restriction (including any condition, covenant or restriction imposed in
connection with any condominium development or cooperative housing development), Lease or other
matter of any nature that would affect title to the Property.



"Environmental Agreement” means the Environmental Indemnity Agreement of even date
herewith by and between Mortgagor and Guarantor in favor of Mortgagee pertaining to the Property,
as the same may from time to time be extended, amended, restated, supplemented or otherwise
modified. The Environmental Agreement is one of the Loan Documents, but this Mortgage does not
secure the obligations of Mortgagor or Guarantor under the Environmental Agreement.



"Event of Default” means an event or circumstance specified in Article VI and
the continuance of such event or circumstance beyond the applicable grace and/or cure periods
therefor, if any, set forth in Article VI.



"Expenses” means all fees, charges, costs and expenses of any nature whatsoever
incurred at any time and from time to time (whether before or after an Event of Default) by
Mortgagee in making, funding, administering or modifying the Loan, in negotiating or entering into
any “workout” of the Loan, or in exercising or enforcing any rights, powers and remedies provided
in this Mortgage or any of the other Loan Documents, including reasonable attorneys’ fees, court
costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation
of, or taking possession of, or selling, the Property.



"Governmental Authority” means any governmental or quasi-governmental entity,
including any court, department, commission, board, bureau, agency, administration, service,
district or other instrumentality of any governmental entity.



"Guarantor” means Grubb & Ellis Healthcare REIT, Inc., a Maryland corporation.



"Improvements” means all buildings, structures and other improvements now or hereafter
existing, erected or placed on the Land, together with any off-site improvements owned by Mortgagor
in any way used or to be used in connection with the use, enjoyment, occupancy or operation of the
Land.



"Insurance Proceeds” means the insurance claims under and the proceeds of any and all
policies of insurance covering the Property or any part thereof, including all returned and
unearned premiums with respect to any insurance relating to such Property, in each case whether now
or hereafter existing or arising.



"Land” means the real property described in Exhibit A attached hereto and made a part
hereof.



"Laws” means all federal, state and local laws, statutes, rules, ordinances,
regulations, codes, licenses, authorizations, decisions, injunctions, interpretations, orders or
decrees of any court or other Governmental Authority having jurisdiction as may be in effect from
time to time.



"Leases” means all leases, license agreements and other occupancy or use agreements
(whether oral or written), now or hereafter existing, which cover or relate to the Property or any
part thereof, together with all options therefor, amendments thereto and renewals, modifications
and guaranties thereof, including any cash or security deposited under the Leases to secure
performance by the tenants of their obligations under the Leases, whether such cash or security is
to be held until the expiration of the terms of the Leases or applied to one or more of the
installments of rent coming due thereunder.



"Letter of Credit” means any letter of credit issued by Mortgagee for the account of
Mortgagor or its nominee in connection with the Property, together with any and all extensions,
renewals or modifications thereof, substitutions therefor or replacements thereof.



"Lien” means any mortgage, Mortgage, pledge, security interest, assignment, judgment,
lien or charge of any kind, including any conditional sale or other title retention agreement, any
lease in the nature thereof, and the filing of, or agreement to give, any financing statement under
the Uniform Commercial Code of any jurisdiction.



"Loan” means the loan from Mortgagee to Mortgagor, the repayment obligations in
connection with which are evidenced by the Note.



"Loan Agreement” means the Loan Agreement of even date herewith between Mortgagor and
Mortgagee which sets forth, among other things, the terms and conditions upon which the proceeds of
the Loan will be disbursed, as the same may from time to time be extended, amended, restated,
supplemented or otherwise modified.



"Loan Documents” means this Mortgage, the Note, the Repayment Guaranty, the
Environmental Agreement, the Loan Agreement, any application or reimbursement agreement executed in
connection with any Letter of Credit, and any and all other documents (other than any Swap
Contracts) which Mortgagor, Guarantor or any other party or parties have executed and delivered, or
may hereafter execute and deliver, to evidence, secure or guarantee the Obligations, or any part
thereof, as the same may from time to time be extended, amended, restated, supplemented or
otherwise modified.



"Mortgage” means this Open-End Mortgage, Assignment, Security Agreement and Fixture
Filing, as the same may from time to time be extended, amended, restated, supplemented or otherwise
modified.



"Mortgagee” means Mortgagee and its successors and assigns.



"Note” means the Promissory Note of even date herewith in the original principal
amount of Ten Million Nine Hundred Forty-Three Thousand and No/100 Dollars ($10,943,000.00) made by
Mortgagor to the order of Mortgagee, as the same may from time to time be extended, amended,
restated, supplemented or otherwise modified.



"Notice” means a notice, request, consent, demand or other communication given in
accordance with the provisions of Section 9.8 of this Mortgage.



"Obligations” means all present and future debts, obligations and liabilities of
Mortgagor to Mortgagee arising pursuant to, and/or on account of, the provisions of this Mortgage,
the Note or any of the other Loan Documents, including the obligations: (a) to pay all principal,
interest, late charges, prepayment premiums (if any) and other amounts due at any time under the
Note; (b) to pay all Expenses, indemnification payments, fees and other amounts due at any time
under this Mortgage or any of the other Loan Documents, together with interest thereon as herein or
therein provided; (c) to pay and perform all obligations of Mortgagor under any Swap Contract;
(d) to perform, observe and comply with all of the other terms, covenants and conditions, expressed
or implied, which Mortgagor is required to perform, observe or comply with pursuant to this
Mortgage or any of the other Loan Documents; and (e) to pay and perform all future advances and
other obligations that Mortgagor or any successor in ownership of all or part of the Property may
agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of
Mortgagee, when a writing evidences the parties’ agreement that the advance or obligation be
secured by this Mortgage; excluding, however, the debts, obligations and
liabilities of Mortgagor under the Environmental Agreement. This Mortgage does not secure the
Environmental Agreement, the Repayment Guaranty or any other Loan Document that is expressly stated
to be unsecured.



"Permitted Encumbrances” means (a) any matters set forth in any policy of title
insurance issued to Mortgagee and insuring Mortgagee’s interest in the Property which are
acceptable to Mortgagee as of the date hereof, (b) the Liens and interests of this Mortgage, and
(c) any other Encumbrance that Mortgagee shall expressly approve in writing in its sole and
absolute discretion.



"Person” means an individual, a corporation, a partnership, a joint venture, a limited
liability company, a trust, an unincorporated association, any Governmental Authority or any other
entity.



"Personalty” means all personal property of any kind or nature whatsoever, whether
tangible or intangible and whether now owned or hereafter acquired, in which Mortgagor now has or
hereafter acquires an interest and which is used in the construction of, or is placed upon, or is
derived from or used in connection with the maintenance, use, occupancy or enjoyment of, the
Property, including (a) the Accessories; (b) the Accounts; (c) all franchise, license, management
or other agreements with respect to the operation of the Real Property or the business conducted
therein (provided all of such agreements shall be subordinate to this Mortgage, and Mortgagee shall
have no responsibility for the performance of Mortgagor’s obligations thereunder) and all general
intangibles (including payment intangibles, trademarks, trade names, goodwill, software and symbols
but excluding all of Mortgagor’s rights to the payment of money to Mortgagor under any Swap
Contracts) related to the Real Property or the operation thereof; (d) all sewer and water taps,
appurtenant water stock or water rights, allocations and agreements for utilities, bonds, letters
of credit, permits, certificates, licenses, guaranties, warranties, causes of action, judgments,
Claims, profits, security deposits, utility deposits, and all rebates or refunds of fees, Taxes,
assessments, charges or deposits paid to any Governmental Authority related to the Real Property or
the operation thereof; (e) all insurance policies held by Mortgagor with respect to the Property or
Mortgagor’s operation thereof; and (f) all money, instruments and documents (whether tangible or
electronic) arising from or by virtue of any transactions related to the Property, and all deposits
and deposit accounts of Mortgagor with Mortgagee related to the Property, including any such
deposit account from which Mortgagor may from time to time authorize Mortgagee to debit and/or
credit payments due with respect to the Loan; together with all Additions to and Proceeds of all of
the foregoing. For purposes of clarification, “Personalty”, and the security interests granted
hereunder, do not include any of Mortgagor’s rights to the payment of money from Mortgagee (or its
Affiliates) under any Swap Contracts.



"Proceeds,” when used with respect to any of the Property, means all proceeds of such
Property, including all Insurance Proceeds and all other proceeds within the meaning of that term
as defined in the Uniform Commercial Code of the State.



"Property” means the Real Property and the Personalty and all other rights, interests
and benefits of every kind and character which Mortgagor now has or hereafter acquires in, to or
for the benefit of the Real Property and/or the Personalty and all other property and rights used
or useful in connection therewith, including all Leases, all Rents, all Condemnation Awards, all
Proceeds, and all of Mortgagor’s right, title and interest in and to all Design and Development
Documents, all Contracts of Sale and all Refinancing Commitments.



"Property Assessments” means all Taxes, payments in lieu of taxes, water rents, sewer
rents, assessments, condominium and owner’s association assessments and charges, maintenance
charges and other governmental or municipal or public or private dues, charges and levies and any
Liens (including federal tax liens) which are or may be levied, imposed or assessed upon the
Property or any part thereof, or upon any Leases or any Rents, whether levied directly or
indirectly or as excise taxes, as income taxes, or otherwise.



"Real Property” means the Land and Improvements, together with (a) all estates, title
interests, title reversion rights, remainders, increases, issues, profits, rights-of-way or uses,
additions, accretions, servitudes, strips, gaps, gores, liberties, privileges, water rights, water
courses, alleys, passages, ways, vaults, licenses, tenements, franchises, hereditaments,
appurtenances, easements, rights of ingress or egress, parking rights, timber, crops, mineral
interests and other rights, now or hereafter owned by Mortgagor and belonging or appertaining to
the Land or Improvements; (b) all Claims whatsoever of Mortgagor with respect to the Land or
Improvements, either in law or in equity, in possession or in expectancy; (c) all estate, right,
title and interest of Mortgagor in and to all streets, roads and public places, opened or proposed,
now or hereafter adjoining or appertaining to the Land or Improvements; and (d) all options to
purchase the Land or Improvements, or any portion thereof or interest therein, and any greater
estate in the Land or Improvements, and all Additions to and Proceeds of the foregoing.



"Refinancing Commitment” means any commitment from or other agreement with any Person
providing for the financing of the Property, some or all of the proceeds of which are intended to
be used for the repayment of all or a portion of the Loan.



"Rents” means all of the rents, royalties, issues, profits, revenues, earnings, income
and other benefits of the Property, or arising from the use or enjoyment of the Property, including
all such amounts paid under or arising from any of the Leases and all fees, charges, accounts or
other payments for the use or occupancy of rooms or other public facilities within the Real
Property.



"Repayment Guaranty” means the Repayment Guaranty of even date herewith executed by
Guarantor for the benefit of Lender, as the same may from time to time be extended, amended,
restated, supplemented or otherwise modified.



"State” means the state in which the Land is located.



"Swap Contract” means any agreement, whether or not in writing, relating to any
transaction that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap or option, bond, note or bill option, interest rate option,
forward foreign exchange transaction, interest cap, collar or floor transaction, currency swap,
cross-currency rate swap, swap option, currency option or any other similar transaction (including
any option to enter into the foregoing) or any combination of the foregoing, and, unless the
context otherwise clearly requires, any form of master agreement published by the International
Swaps and Derivatives Association, Inc., or any other master agreement, entered into between
Mortgagee (or its affiliate) and Mortgagor (or its affiliate) in connection with the Loan, together
with any related schedules and confirmations, as amended, supplemented, superseded or replaced from
time to time, relating to or governing any or all of the foregoing.



"Taxes” means all taxes and assessments, whether general or special, ordinary or
extraordinary, or foreseen or unforeseen, which at any time may be assessed, levied, confirmed or
imposed by any Governmental Authority or any community facilities or other private district on
Mortgagor or on any of its properties or assets or any part thereof or in respect of any of its
franchises, businesses, income or profits.



"Transfer” means any direct or indirect sale, assignment, conveyance or transfer,
including any Contract of Sale and any other contract or agreement to sell, assign, convey or
transfer, whether made voluntarily or by operation of Law or otherwise, and whether made with or
without consideration.



Article II




Granting Clauses; Condition of Grant




Section 2.1 Conveyances and Security Interests.



In order to secure the prompt payment and performance of the Obligations, Mortgagor
(a) irrevocably and unconditionally grants, conveys, transfers and assigns to Mortgagee, all
estate, right, title and interest that Mortgagor now has or may later acquire in and to the Real
Property; (b) grants to Mortgagee a security interest in the Personalty; (c) assigns to Mortgagee,
and grants to Mortgagee a security interest in, all Condemnation Awards and all Insurance Proceeds;
and (d) assigns to Mortgagee , and grants to Mortgagee a security interest in, all of Mortgagor’s
right, title and interest in, but not any of Mortgagor’s obligations or liabilities under, all
Design and Development Documents, all Contracts of Sale and all Refinancing Commitments. All
Persons who may have or acquire an interest in all or any part of the Property will be deemed to
have notice of, and will be bound by, the terms of the Obligations and each other agreement or
instrument made or entered into in connection with each of the Obligations. Such terms include any
provisions in the Note, the Loan Agreement or any Swap Contract which provide that the interest
rate on one or more of the Obligations may vary from time to time. Unless Lender otherwise agrees
in writing, Mortgagor’s obligations under any Swap Contract shall continue to be secured by this
Mortgage notwithstanding that Lender has sold, participated, syndicated or otherwise transferred or
released some or all of its interest in the Loan to another person.



Section 2.2 Absolute Assignment of Leases and Rents.



In consideration of the making of the Loan by Mortgagee to Mortgagor and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor
absolutely and unconditionally assigns the Leases and Rents to Mortgagee. This assignment is, and
is intended to be, an unconditional, absolute and present assignment from Mortgagor to Mortgagee of
all of Mortgagor’s right, title and interest in and to the Leases and the Rents and not an
assignment in the nature of a pledge of the Leases and Rents or the mere grant of a security
interest therein. So long as no Event of Default shall exist, however, and so long as Mortgagor is
not in default in the performance of any obligation, covenant or agreement contained in the Leases,
Mortgagor shall have a license (which license shall terminate automatically and without notice upon
the occurrence of an Event of Default or a default by Mortgagor under the Leases) to collect, but
not prior to accrual, all Rents. Mortgagor agrees to collect and hold all Rents in trust for
Mortgagee and to use the Rents for the payment of the cost of operating and maintaining the
Property and for the payment of the other Obligations before using the Rents for any other purpose.



Section 2.3 Security Agreement, Fixture Filing and Financing Statement.



This Mortgage creates a security interest in the Personalty, and, to the extent the Personalty
is not real property, this Mortgage constitutes a security agreement from Mortgagor to Mortgagee
under the Uniform Commercial Code of the State. In addition to all of its other rights under this
Mortgage and otherwise, Mortgagee shall have all of the rights of a secured party under the Uniform
Commercial Code of the State, as in effect from time to time, or under the Uniform Commercial Code
in force from time to time in any other state to the extent the same is applicable Law. This
Mortgage is to be effective as a financing statement filed as a fixture filing (as defined in
Section 1309.102(A)(40) of the Ohio Revised Code) for the purposes of the Uniform Commercial Code
as adopted and in effect on the date hereof in the State of Ohio (the “State”). This
Mortgage covers all equipment, all inventory, and all other goods in which Mortgagor now has or
hereafter acquires any rights or any power to transfer rights and that are or are to become
fixtures related to the Land. This Mortgage is to be filed in the real property records of each
county within the State in which all or any part of the Land is located. Mortgagor is the record
owner of the Land. The information provided in this Section 2.3 is provided in order that a record
of this Mortgage so filed shall comply with the requirements of Section 1309.502(C) the Ohio
Revised Code for a record of a mortgage to be effective, from the date of recording, as a financing
statement filed as fixture filing as so defined, and in order that, among other things, filing will
occur for purposes of Section 1309.516(B) of the Ohio Revised Code if and to the extent that such
Section may be applicable to a record of a mortgage. Mortgagee is the “Secured Party” of record
and its name and mailing address are provided in the preamble of this Mortgage. Mortgagor is the
“Debtor” and its names and mailing addressed are provided in the preamble of this Mortgage.
Mortgagor is a limited liability company organized under the laws of the State of Delaware, and the
organizational identification number of Mortgagor is 4474545. Mortgagor hereby irrevocably
authorizes Mortgagee at any time and from time to time to file any initial financing statements,
amendments thereto and continuation statements as authorized by applicable Law, reasonably required
by Mortgagee to establish or maintain the validity, perfection and priority of the security
interests granted in this Mortgage. The foregoing authorization includes Mortgagor’s irrevocable
authorization for Mortgagee at any time and from time to time to file any initial financing
statements and amendments thereto that indicate the Personalty (a) as “all assets” of Mortgagor or
words of similar effect, regardless of whether any particular asset comprised in the Personalty
falls within the scope of the Uniform Commercial Code of the State or the jurisdiction where the
initial financing statement or amendment is filed, or (b) as being of an equal or lesser scope or
with greater detail; provided that in either case, such description is limited to assets used on or
in connection with the Property.



Section 2.4 Release of Mortgage and Termination of Assignments and Financing
Statements.



If and when Mortgagor has paid and performed all of the Obligations, and no further advances
are to be made under the Loan Agreement and all Swap Contracts have been terminated, Mortgagee will
provide a release of the Property from the lien of this Mortgage and termination statements for
filed financing statements, if any, to Mortgagor. Mortgagor shall be responsible for the
recordation of such release and the payment of any recording and filing costs. Upon the recording
of such release and the filing of such termination statements, the absolute assignments set forth
in Section 2.2 shall automatically terminate and become null and void. Partial releases of
the Property from the lien of this Mortgage shall be made on the terms and subject to the
conditions of the Loan Agreement. No partial release shall be sought, requested or required if any
Event of Default has occurred which has not been cured.



Article III




Representations and Warranties




	 	 	 
	Mortgagor makes the following representations and warranties to Mortgagee:

	Section 3.1

	 	Title to Real Property.
	
 
	 	 






Mortgagor (a) owns fee simple title to the Real Property, (b) owns all of the beneficial and
equitable interest in and to the Real Property, and (c) is lawfully seized and possessed of the
Real Property. Mortgagor has the right and authority to convey a security interest in the Real
Property and does hereby convey a security interest in the Real Property. The Real Property is
subject to no Encumbrances other than the Permitted Encumbrances.



Section 3.2 Title to Other Property.



Mortgagor has good title to the Personalty, and the Personalty is not subject to any
Encumbrance other than the Permitted Encumbrances. None of the Leases, Rents, Design and
Development Documents, Contracts of Sale or Refinancing Commitments are subject to any Encumbrance
other than the Permitted Encumbrances.



Section 3.3 Property Assessments.



To Borrower’s knowledge, the Real Property is assessed for purposes of Property Assessments as
a separate and distinct parcel from any other property, such that the Real Property is not subject
to the Lien of any Property Assessments levied or assessed against any property other than the Real
Property.



Section 3.4 Independence of the Real Property.



To Borrower’s knowledge, no buildings or other improvements on property not covered by this
Mortgage rely on the Real Property or any interest therein to fulfill any requirement of any
Governmental Authority for the existence of such property, building or improvements; and none of
the Real Property relies, or will rely, on any property not covered by this Mortgage or any
interest therein to fulfill any requirement of any Governmental Authority. To Borrower’s
knowledge, the Real Property has been properly subdivided from all other property in accordance
with the requirements of any applicable Governmental Authorities.



Section 3.5 Existing Improvements.



The existing Improvements, if any, were constructed, and are being used and maintained, in
accordance with all applicable Laws, including zoning Laws.



Section 3.6 Leases and Tenants.



The Leases are valid and are in full force and effect, and Mortgagor is not in default under
any of the terms thereof. Except as expressly permitted in the Loan Agreement, Mortgagor has not
accepted any Rents in advance of the time the same became due under the Leases and has not
forgiven, compromised or discounted any of the Rents. Mortgagor has title to and the right to
assign the Leases and Rents to Mortgagee, and no other assignment of the Leases or Rents has been
granted. To the best of Mortgagor’s knowledge and belief, no tenant or tenants occupying,
individually or in the aggregate, more than five percent (5%) of the net rentable area of the
Improvements are in default under their Lease(s) or are the subject of any bankruptcy, insolvency
or similar proceeding.



Article IV




Affirmative Covenants




Section 4.1 Obligations.



Mortgagor agrees to promptly pay and perform all of the Obligations, time being of the essence
in each case.



Section 4.2 Property Assessments; Documentary Taxes.



Mortgagor (a) will promptly pay in full and discharge all Property Assessments, and (b) will
furnish to Mortgagee, upon demand, the receipted bills for such Property Assessments prior to the
day upon which the same shall become delinquent. Property Assessments shall be considered
delinquent as of the first day any interest or penalty commences to accrue thereon. Mortgagor will
promptly pay all stamp, documentary, recordation, transfer and intangible taxes and all other taxes
that may from time to time be required to be paid with respect to the Loan, the Note, this Mortgage
or any of the other Loan Documents.



Section 4.3 Permitted Contests.



Mortgagor shall not be required to pay any of the Property Assessments, or to comply with any
Law, so long as Mortgagor shall in good faith, and at its cost and expense, contest the amount or
validity thereof, or take other appropriate action with respect thereto, in good faith and in an
appropriate manner or by appropriate proceedings; provided that (a) such proceedings operate to
prevent the collection of, or other realization upon, such Property Assessments or enforcement of
the Law so contested, (b) there will be no sale, forfeiture or loss of the Property during the
contest, (c) Mortgagee is not subjected to any Claim as a result of such contest, and (d) Mortgagor
provides assurances satisfactory to Mortgagee (including the establishment of an appropriate
reserve account with Mortgagee) of its ability to pay such Property Assessments or comply with such
Law in the event Mortgagor is unsuccessful in its contest. Each such contest shall be promptly
prosecuted to final conclusion or settlement, and Mortgagor shall indemnify and save Mortgagee
harmless against all Claims in connection therewith. Promptly after the settlement or conclusion
of such contest or action, Mortgagor shall comply with such Law and/or pay and discharge the
amounts which shall be levied, assessed or imposed or determined to be payable, together with all
penalties, fines, interests, costs and expenses in connection therewith.



Section 4.4 Compliance with Laws.



Mortgagor will comply with and not violate, and cause to be complied with and not violated,
all present and future Laws applicable to the Property and its use and operation.



Section 4.5 Maintenance and Repair of the Property.



Mortgagor, at Mortgagor’s sole expense, will (a) keep and maintain Improvements and
Accessories in good condition, working order and repair, and (b) make all necessary or appropriate
repairs and Additions to Improvements and Accessories, so that each part of the Improvements and
all of the Accessories shall at all times be in good condition and fit and proper for the
respective purposes for which they were originally intended, erected, or installed.



Section 4.6 Additions to Security.



All right, title and interest of Mortgagor in and to all Improvements and Additions hereafter
constructed or placed on the Property and in and to any Accessories hereafter acquired shall,
without any further Mortgage, conveyance, assignment or other act by Mortgagor, become subject to
the Lien of this Mortgage as fully and completely, and with the same effect, as though now owned by
Mortgagor and specifically described in the granting clauses hereof. Mortgagor agrees, however, to
execute and deliver to Mortgagee such further documents as may be required by the terms of the Loan
Agreement and the other Loan Documents.



Section 4.7 Subrogation.



To the extent permitted by Law, Mortgagee shall be subrogated, notwithstanding its release of
record, to any Lien now or hereafter existing on the Property to the extent that such Lien is paid
or discharged by Mortgagee whether or not from the proceeds of the Loan. This Section shall not be
deemed or construed, however, to obligate Mortgagee to pay or discharge any Lien.



Section 4.8 Leases.



(a) Except as expressly permitted in the Loan Agreement, Mortgagor shall not enter into any
Material Lease (as defined in the Loan Agreement) with respect to all or any portion of the
Property without the prior written consent of Mortgagee.



(b) Mortgagee shall not be obligated to perform or discharge any obligation of Mortgagor under
any Lease. The assignment of Leases provided for in this Mortgage in no manner places on Mortgagee
any responsibility for (i) the control, care, management or repair of the Property, (ii) the
carrying out of any of the terms and conditions of the Leases, (iii) any waste committed on the
Property, or (iv) any dangerous or defective condition on the Property (whether known or unknown).



(c) No approval of any Lease by Mortgagee shall be for any purpose other than to protect
Mortgagee’s security and to preserve Mortgagee’s rights under the Loan Documents, and no such
approval shall result in a waiver of a Default or Event of Default.



Article V




Negative Covenants




Section 5.1 Encumbrances.



Mortgagor will not permit any of the Property to become subject to any Encumbrance other than
the Permitted Encumbrances. Within thirty (30) days after the filing of any mechanic’s lien or
other Lien or Encumbrance against the Property, Mortgagor will promptly discharge the same by
payment or filing a bond or otherwise as permitted by Law. So long as Mortgagee’s security has
been protected by the filing of a bond or otherwise in a manner satisfactory to Mortgagee in its
sole and absolute discretion, Mortgagor shall have the right to contest in good faith any Claim,
Lien or Encumbrance, provided that Mortgagor does so diligently and without prejudice to Mortgagee
or delay in completing construction of the Improvements. Mortgagor shall give Mortgagee Notice of
any default under any Lien and Notice of any foreclosure or threat of foreclosure with respect to
any of the Property.



Section 5.2 Transfer of the Property.



Mortgagor will not Transfer, or contract to Transfer, all or any part of the Property or any
legal or beneficial interest therein (except for certain Transfers of the Accessories expressly
permitted in this Mortgage). The Transfer of more than 10% of the membership interests in
Mortgagor (whether in one or more transactions during the term of the Loans) shall be deemed to be
a prohibited Transfer of the Property. Notwithstanding the foregoing, no transfer of shares of
stock Grubb & Ellis Healthcare REIT, Inc. shall be prohibited or shall constitute a Default or
Event of Default under this Mortgage.



Section 5.3 Removal, Demolition or Alteration of Accessories and Improvements.



Except to the extent permitted by the following sentence, no Improvements or Accessories shall
be removed, demolished or materially altered without the prior written consent of Mortgagee.
Mortgagor may remove and dispose of, free from the Lien of this Mortgage, such Accessories as from
time to time become worn out or obsolete, provided that, either (a) Borrower reasonably determines
that such Accessories are not necessary for the proper ownership or operation of the Property,
(b) at the time of, or prior to, such removal, any such Accessories are replaced with other
Accessories which are free from Liens other than Permitted Encumbrances and have a value at least
equal to that of the replaced Accessories (and by such removal and replacement Mortgagor shall be
deemed to have subjected such replacement Accessories to the Lien of this Mortgage), or (c) so long
as a prepayment may be made without the imposition of any premium pursuant to the Note, such
Accessories are sold at fair market value for cash and the net cash proceeds received from such
disposition are paid over promptly to Mortgagee to be applied to the prepayment of the principal of
the Loan.



Section 5.4 Additional Improvements.



Mortgagor will not construct any Improvements other than those presently on the Land and those
described in the Loan Agreement without the prior written consent of Mortgagee. Mortgagor will
complete and pay for, within a reasonable time, any Improvements which Mortgagor is permitted to
construct on the Land. Mortgagor will construct and erect any permitted Improvements (a) strictly
in accordance with all applicable Laws and any private restrictive covenants, (b) entirely on lots
or parcels of the Land, (c) so as not to encroach upon any easement or right-of-way or upon the
land of others, and (d) wholly within any building restriction and setback lines applicable to the
Land.



Section 5.5 Restrictive Covenants, Zoning, etc.



Without the prior written consent of Mortgagee, Mortgagor will not initiate, join in, or
consent to any change in, any restrictive covenant, easement, zoning ordinance, or other public or
private restrictions limiting or defining the uses which may be made of the Property. Mortgagor
(a) will promptly perform and observe, and cause to be performed and observed, all of the terms and
conditions of all agreements affecting the Property, and (b) will do or cause to be done all things
necessary to preserve intact and unimpaired any and all easements, appurtenances and other
interests and rights in favor of, or constituting any portion of, the Property.



Article VI




Events of Default




The occurrence or happening, from time to time, of any one or more of the following shall
constitute an Event of Default under this Mortgage:



Section 6.1 Payment Obligations.



Mortgagor fails to pay any of the Obligations when due, whether on the scheduled due date or
upon acceleration, maturity or otherwise, subject to applicable cure periods.



Section 6.2 Transfers.



Mortgagor Transfers, or contracts to Transfer, all or any part of the Property or any legal or
beneficial interest therein (except for Transfers of the Accessories expressly permitted under this
Mortgage). The Transfer of more than 10% of the membership interests in Mortgagor (whether in one
or more transactions during the term of the Loans) shall be deemed to be a prohibited Transfer of
the Property. Notwithstanding the foregoing, no transfer of shares of stock in Grubb & Ellis
Healthcare REIT, Inc. shall be prohibited or shall constitute a Default or Event of Default under
this Mortgage.



Section 6.3 Other Obligations.



Mortgagor fails to promptly perform or comply with any of the Obligations set forth in this
Mortgage (other than those expressly described in other Sections of this Article VI), and
such failure continues uncured for a period of thirty (30) days after Notice from Mortgagee to
Mortgagor; provided, however, that if such default is susceptible of cure but such cure cannot be
accomplished with reasonable diligence within said period of time, and if Mortgagor commences to
cure such default promptly after receipt of notice thereof from Mortgagee, and thereafter
prosecutes the curing of such default with reasonable diligence, such period of time shall be
extended for such period of time as may be necessary to cure such default with reasonable
diligence, but not to exceed an additional sixty (60) days.



Section 6.4 Event of Default Under Other Loan Documents.



An Event of Default (as defined therein) occurs under the Note or the Loan Agreement, or
Borrower or Guarantor fails to promptly pay, perform, observe or comply with any obligation or
agreement contained in any of the other Loan Documents (within any applicable grace or cure
period).



Section 6.5 Default Under Other Lien Documents.



A default by Borrower occurs under any other mortgage, deed of trust or security agreement
covering the Property, including any Permitted Encumbrances.



Section 6.6 Execution; Attachment.



Any execution or attachment is levied against any of the Property, and such execution or
attachment is not set aside, discharged or stayed within sixty (60) days after the same is levied.



Article VII




Rights and Remedies




Upon the happening of and during the continuance of any Event of Default, Mortgagee shall have
the right, in addition to any other rights or remedies available to Mortgagee under any of the Loan
Documents or applicable Law, to exercise any one or more of the following rights, powers or
remedies:



Section 7.1 Acceleration.



Mortgagee may accelerate all Obligations under the Loan Documents (except as provided below)
whereupon such Obligations shall become immediately due and payable, without notice of default,
notice of acceleration or intention to accelerate, presentment or demand for payment, protest,
notice of protest, notice of nonpayment or dishonor, or notices or demands of any kind or character
(all of which are hereby waived by Mortgagor); provided that the foregoing provisions of this
Section 7.1 shall not be applicable to the Swap Contracts, and any acceleration of the obligations
thereunder or exercise of other remedies thereunder shall be governed by the terms of the Swap
Contracts.



Section 7.2 Foreclosure.



Mortgagee shall have all of the rights and may exercise all of the powers set forth in
applicable Law of the State. Mortgagee may sell the Property in its entirety or in parcels, and by
one or by several sales, as deemed appropriate by Mortgagee in its sole and absolute discretion.
If Mortgagee chooses to have more than one foreclosure sale, Mortgagee may cause the foreclosure
sales to be held simultaneously or successively, on the same day, or on such different days and at
such different times as Mortgagee may elect. Before any foreclosure sale, Mortgagee shall give
such notice of default and election to sell as may be required by Law. After the lapse of such
time as may then be required by Law following the recordation of such notice of default, and notice
of sale having been given as then required by Law, Mortgagee shall sell the property being sold at
a public auction to be held at the time and place specified in the notice of sale. Mortgagee shall
have no obligation to make demand on Mortgagor before any foreclosure sale. From time to time in
accordance with then-applicable Law, Mortgagee may postpone any foreclosure sale by public
announcement at the time and place noticed for that sale. At any foreclosure sale, Mortgagee shall
sell to the highest bidder at public auction for cash in lawful money of the United States (or cash
equivalents acceptable to Mortgagee to the extent permitted by applicable Law), payable at the time
of sale. Mortgagee shall execute and deliver to the purchaser(s) a deed or deeds conveying the
property being sold without any covenant or warranty whatsoever, expressed or implied. The
recitals in any such deed of any matters of fact, including any facts bearing upon the regularity
or validity of any foreclosure sale, shall be conclusive proof of their truthfulness. Any such
deed shall be conclusive against all Persons as to the facts recited therein. Any Person,
including Mortgagee, may purchase at such sale, and any bid by Mortgagee may be, in whole or in
part, in the form of cancellation of all or any part of the Obligations. Notwithstanding the
provisions of this Section 7.2 to the contrary, any foreclosure sale of all or any portion of the
lien of this Mortgage shall be a judicial foreclosure in accordance with the applicable
requirements of Ohio law, as from time to time amended.



Section 7.3 Judicial Action.



Mortgagee shall have the right to bring an action in any court of competent jurisdiction for
foreclosure of this Mortgage and a deficiency judgment as provided by Law, or for specific
enforcement of any of the covenants or agreements of this Mortgage.



Section 7.4 Collection of Rents.



Upon the occurrence of an Event of Default, the license granted to Mortgagor to collect the
Rents shall be automatically and immediately revoked, without further notice to or demand upon
Mortgagor. Mortgagee may, but shall not be obligated to, perform any or all obligations of the
landlord under any or all of the Leases, and Mortgagee may, but shall not be obligated to, exercise
and enforce any or all of Mortgagor’s rights under the Leases. Without limiting the generality of
the foregoing, Mortgagee may notify the tenants under the Leases that all Rents are to be paid to
Mortgagee, and following such notice all Rents shall be paid directly to Mortgagee and not to
Mortgagor or any other Person other than as directed by Mortgagee, it being understood that a
demand by Mortgagee on any tenant under the Leases for the payment of Rent shall be sufficient to
warrant payment by such tenant of Rent to Mortgagee without the necessity of further consent by
Mortgagor. Mortgagor hereby irrevocably authorizes and directs the tenants under the Leases to pay
all Rents to Mortgagee instead of to Mortgagor, upon receipt of written notice from Mortgagee,
without the necessity of any inquiry of Mortgagor and without the necessity of determining the
existence or non-existence of an Event of Default. Mortgagor hereby appoints Mortgagee as
Mortgagor’s attorney-in-fact with full power of substitution, which appointment shall take effect
upon the occurrence of an Event of Default and is coupled with an interest and is irrevocable prior
to the full and final payment and performance of the Obligations, in Mortgagor’s name or in
Mortgagee’s name: (a) to endorse all checks and other instruments received in payment of Rents and
to deposit the same in any account selected by Mortgagee; (b) to give receipts and releases in
relation thereto; (c) to institute, prosecute and/or settle actions for the recovery of Rents;
(d) to modify the terms of any Leases including terms relating to the Rents payable thereunder;
(e) to cancel any Leases; (f) to enter into new Leases; and (g) to do all other acts and things
with respect to the Leases and Rents which Mortgagee may deem necessary or desirable to protect the
security for the Obligations. Any Rents received shall be applied first to pay all Expenses and
next in reduction of the other Obligations. Mortgagor shall pay, on demand, to Mortgagee, the
amount of any deficiency between (i) the Rents received by Mortgagee, and (ii) all Expenses
incurred together with interest thereon as provided in the Loan Agreement and the other Loan
Documents.



Section 7.5 Taking Possession or Control of the Property.



To the extent permitted by Law, Mortgagee shall be entitled, upon application to a court of
competent jurisdiction, to the immediate appointment of a receiver for all or any part of the
Property and the Rents, whether such receivership may be incidental to a proposed sale of the
Property or otherwise, and Mortgagor hereby consents to the appointment of such a receiver and
agrees that such receiver shall have all of the rights and powers granted to Mortgagee pursuant to
Section 7.4. In addition, to the extent permitted by Law, and with or without the
appointment of a receiver, or an application therefor, Mortgagee may (a) enter upon, and take
possession of (and Mortgagor shall surrender actual possession of), the Property or any part
thereof, without notice to Mortgagor and without bringing any legal action or proceeding, or, if
necessary by force, legal proceedings, ejectment or otherwise, and (b) remove and exclude Mortgagor
and its agents and employees therefrom.



Section 7.6 Management of the Property.



Upon obtaining possession of the Property or upon the appointment of a receiver as described
in Section 7.5, Mortgagee or the receiver, as the case may be, may, at its sole option,
(a) make all necessary or proper repairs and Additions to or upon the Property, (b) operate,
maintain, control, make secure and preserve the Property, and (c) complete the construction of any
unfinished Improvements on the Property and, in connection therewith, continue any and all
outstanding contracts for the erection and completion of such Improvements and make and enter into
any further contracts which may be necessary, either in their or its own name or in the name of
Mortgagor (the costs of completing such Improvements shall be Expenses secured by this Mortgage and
shall accrue interest as provided in the Loan Agreement and the other Loan Documents). Mortgagee
or such receiver shall be under no liability for, or by reason of, any such taking of possession,
entry, holding, removal, maintaining, operation or management, except for gross negligence or
willful misconduct. The exercise of the remedies provided in this Section shall not cure or waive
any Event of Default, and the enforcement of such remedies, once commenced, shall continue for so
long as Mortgagee shall elect, notwithstanding the fact that the exercise of such remedies may
have, for a time, cured the original Event of Default.



Section 7.7 Uniform Commercial Code.



Mortgagee may proceed under the Uniform Commercial Code as to all or any part of the
Personalty, and in conjunction therewith may exercise all of the rights, remedies and powers of a
secured creditor under the Uniform Commercial Code. Upon the occurrence of any Event of Default,
Mortgagor shall assemble all of the Accessories and make the same available within the
Improvements. Any notification required by the Uniform Commercial Code shall be deemed reasonably
and properly given if sent in accordance with the Notice provisions of this Mortgage at least
ten (10) days before any sale or other disposition of the Personalty. Disposition of the
Personalty shall be deemed commercially reasonable if made pursuant to a public sale advertised at
least twice in a newspaper of general circulation in the community where the Property is located.
It shall be deemed commercially reasonable for the Mortgagee to dispose of the Personalty without
giving any warranties as to the Personalty and specifically disclaiming all disposition warranties.
Alternatively, Mortgagee may choose to dispose of some or all of the Property, in any combination
consisting of both Personalty and Real Property, in one sale to be held in accordance with the Law
and procedures applicable to real property, as permitted by Article 9 of the Uniform Commercial
Code. Mortgagor agrees that such a sale of Personalty together with Real Property constitutes a
commercially reasonable sale of the Personalty.



Section 7.8 Application of Proceeds.



Unless otherwise provided by applicable Law, all proceeds from the sale of the Property or any
part thereof pursuant to the rights and remedies set forth in this Article VII and any
other proceeds received by Mortgagee from the exercise of any of its other rights and remedies
hereunder or under the other Loan Documents shall be applied first to pay all Expenses and next in
reduction of the other Obligations, in such manner and order as Mortgagee may elect.



Section 7.9 Other Remedies.



Mortgagee shall have the right from time to time to protect, exercise and enforce any legal or
equitable remedy against Mortgagor provided under the Loan Documents, any Swap Contracts with
Mortgagee (or its affiliate) or by applicable Laws.



Article VIII




Intentionally Omitted.




Article IX




Miscellaneous




Section 9.1 Rights, Powers and Remedies Cumulative.



Each right, power and remedy of Mortgagee as provided for in this Mortgage, or in any of the
other Loan Documents or now or hereafter existing by Law, shall be cumulative and concurrent and
shall be in addition to every other right, power or remedy provided for in this Mortgage, or in any
of the other Loan Documents or now or hereafter existing by Law, and the exercise or beginning of
the exercise by Mortgagee of any one or more of such rights, powers or remedies shall not preclude
the simultaneous or later exercise by Mortgagee of any or all such other rights, powers or
remedies.



Section 9.2 No Waiver by Mortgagee.



No course of dealing or conduct by or among Mortgagee and Mortgagor shall be effective to
amend, modify or change any provisions of this Mortgage or the other Loan Documents. No failure or
delay by Mortgagee to insist upon the strict performance of any term, covenant or agreement of this
Mortgage or of any of the other Loan Documents, or to exercise any right, power or remedy
consequent upon a breach thereof, shall constitute a waiver of any such term, covenant or agreement
or of any such breach, or preclude Mortgagee from exercising any such right, power or remedy at any
later time or times. By accepting payment after the due date of any of the Obligations, Mortgagee
shall not be deemed to waive the right either to require prompt payment when due of all other
Obligations, or to declare an Event of Default for failure to make prompt payment of any such other
Obligations. Neither Mortgagor nor any other Person now or hereafter obligated for the payment of
the whole or any part of the Obligations shall be relieved of such liability by reason of (a) the
failure of Mortgagee to comply with any request of Mortgagor or of any other Person to take action
to foreclose this Mortgage or otherwise enforce any of the provisions of this Mortgage, or (b) any
agreement or stipulation between any subsequent owner or owners of the Property and Mortgagee, or
(c) Mortgagee’s extending the time of payment or modifying the terms of this Mortgage or any of the
other Loan Documents without first having obtained the consent of Mortgagor or such other Person.
Regardless of consideration, and without the necessity for any notice to or consent by the holder
of any subordinate Lien on the Property, Mortgagee may release any Person at any time liable for
any of the Obligations or any part of the security for the Obligations and may extend the time of
payment or otherwise modify the terms of this Mortgage or any of the other Loan Documents without
in any way impairing or affecting the Lien of this Mortgage or the priority of this Mortgage over
any subordinate Lien. The holder of any subordinate Lien shall have no right to terminate any
Lease regardless of whether or not such Lease is subordinate to this Mortgage. Mortgagee may
resort to the security or collateral described in this Mortgage or any of the other Loan Documents
in such order and manner as Mortgagee may elect in its sole discretion.



Section 9.3 Waivers and Agreements Regarding Remedies.



To the fullest extent Mortgagor may do so under applicable law, Mortgagor hereby:



(a) agrees that it will not at any time plead, claim or take advantage of any Laws now or
hereafter in force providing for any appraisement, valuation, stay, extension or redemption, and
waives and releases all rights of redemption, valuation, appraisement, stay of execution, extension
and notice of election to accelerate the Obligations;



(b) waives all rights to a marshalling of the assets of Mortgagor, including the Property, or
to a sale in the inverse order of alienation in the event of a foreclosure of the Property, and
agrees not to assert any right under any Law pertaining to the marshalling of assets, the sale in
inverse order of alienation, the exemption of homestead, the administration of estates of
decedents, or other matters whatsoever to defeat, reduce or affect the right of Mortgagee under the
terms of this Mortgage to a sale of the Property without any prior or different resort for
collection, or the right of Mortgagee to the payment of the Obligations out of the proceeds of sale
of the Property in preference to every other claimant whatsoever;



(c) waives any right to bring or utilize any defense, counterclaim or setoff, other than one
which denies the existence or sufficiency of the facts upon which any foreclosure action is
grounded. If any defense, counterclaim or setoff, other than one permitted by the preceding
clause, is timely raised in a foreclosure action, such defense, counterclaim or setoff shall be
dismissed. If such defense, counterclaim or setoff is based on a Claim which could be tried in an
action for money damages, such Claim may be brought in a separate action which shall not thereafter
be consolidated with the foreclosure action. The bringing of such separate action for money
damages shall not be deemed to afford any grounds for staying the foreclosure action; and



(d) waives and relinquishes any and all rights and remedies which Mortgagor may have or be
able to assert by reason of the provisions of any Laws pertaining to the rights and remedies of
sureties.



Section 9.4 Successors and Assigns.



All of the grants, covenants, terms, provisions and conditions of this Mortgage shall run with
the Land and shall apply to and bind the successors and assigns of Mortgagor (including any
permitted subsequent owner of the Property), and inure to the benefit of Mortgagee, its successors.



Section 9.5 No Warranty by Mortgagee.



By inspecting the Property or by accepting or approving anything required to be observed,
performed or fulfilled by Mortgagor or to be given to Mortgagee pursuant to this Mortgage or any of
the other Loan Documents, Mortgagee shall not be deemed to have warranted or represented the
condition, sufficiency, legality, effectiveness or legal effect of the same, and such acceptance or
approval shall not constitute any warranty or representation with respect thereto by Mortgagee.



Section 9.6 Amendments.



This Mortgage may not be modified or amended except by an agreement in writing, signed by the
party against whom enforcement of the change is sought.



Section 9.7 Severability.



In the event any one or more of the provisions of this Mortgage or any of the other Loan
Documents shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part
or in any other respect, or in the event any one or more of the provisions of the Loan Documents
operates or would prospectively operate to invalidate this Mortgage or any of the other Loan
Documents, then and in either of those events, at the option of Mortgagee, such provision or
provisions only shall be deemed null and void and shall not affect the validity of the remaining
obligations, and the remaining provisions of the Loan Documents shall remain operative and in full
force and effect and shall in no way be affected, prejudiced or disturbed thereby.



Section 9.8 Notices.



All Notices required or which any party desires to give hereunder or under any other Loan
Document shall be in writing and, unless otherwise specifically provided in such other Loan
Document, shall be deemed sufficiently given or furnished if delivered by personal delivery, by
nationally recognized overnight courier service or by certified United States mail, postage
prepaid, addressed to the party to whom directed at the applicable address specified in the
Preamble to this Mortgage (unless changed by similar notice in writing given by the particular
party whose address is to be changed) or by facsimile. Any Notice shall be deemed to have been
given either at the time of personal delivery or, in the case of courier or mail, as of the date of
first attempted delivery at the address and in the manner provided herein, or, in the case of
facsimile, upon receipt; provided that service of a Notice required by any applicable statute shall
be considered complete when the requirements of that statute are met. Notwithstanding the
foregoing, no notice of change of address shall be effective except upon actual receipt. This
Section shall not be construed in any way to affect or impair any waiver of notice or demand
provided in this Mortgage or in any other Loan Document or to require giving of notice or demand to
or upon any Person in any situation or for any reason.



Section 9.9 Joint and Several Liability.



If Mortgagor consists of two (2) or more Persons, the term “Mortgagor” shall also refer to all
Persons signing this Mortgage as Mortgagor, and to each of them, and all of them are jointly and
severally bound, obligated and liable hereunder. Mortgagee may release, compromise, modify or
settle with any of Mortgagor, in whole or in part, without impairing, lessening or affecting the
obligations and liabilities of the others of Mortgagor hereunder or under the Note. Any of the
acts mentioned aforesaid may be done without the approval or consent of, or notice to, any of
Mortgagor.



Section 9.10 Rules of Construction.



The words “hereof,” “herein,” “hereunder,” “hereto,” and other words of similar import refer
to this Mortgage in its entirety. The terms “agree” and “agreements” mean and include “covenant”
and “covenants.” The words “include” and “including” shall be interpreted as if followed by the
words “without limitation.” The headings of this Mortgage are for convenience of reference only and
shall not be considered a part hereof and are not in any way intended to define, limit or enlarge
the terms hereof. All references (a) made in the neuter, masculine or feminine gender shall be
deemed to have been made in all such genders, (b) made in the singular or plural number shall be
deemed to have been made, respectively, in the plural or singular number as well, (c) to the Loan
Documents are to the same as extended, amended, restated, supplemented or otherwise modified from
time to time unless expressly indicated otherwise, (d) to the Land, Improvements, Personalty, Real
Property or Property shall mean all or any portion of each of the foregoing, respectively, and
(e) to Articles or Sections are to the respective Articles or Sections contained in this Mortgage
unless expressly indicated otherwise. Any term used or defined in the Uniform Commercial Code of
the State, as in effect from time to time, which is not defined in this Mortgage shall have the
meaning ascribed to that term in the Uniform Commercial Code of the State. If a term is defined in
Article 9 of the Uniform Commercial Code of the State differently than in another Article of the
Uniform Commercial Code of the State, the term shall have the meaning specified in Article 9.



Section 9.11 Governing Law.



This Mortgage shall be construed, governed and enforced in accordance with the Laws in effect
from time to time in the State (without regard to its conflicts of law principles).



Section 9.12 Entire Agreement.



The Loan Documents constitute the entire understanding and agreement between Mortgagor and
Mortgagee with respect to the transactions arising in connection with the Loan, and supersede all
prior written or oral understandings and agreements between Mortgagor and Mortgagee with respect to
the matters addressed in the Loan Documents. In particular, and without limitation, the terms of
any commitment by Mortgagee to make the Loan are merged into the Loan Documents. Except as
incorporated in writing into the Loan Documents, there are no representations, understandings,
stipulations, agreements or promises, oral or written, with respect to the matters addressed in the
Loan Documents.



Section 9.13 OPEN-END MORTGAGE.



MORTGAGOR, AND BY ACCEPTANCE AND RECORDING OF THIS MORTGAGE, MORTGAGEE, INTEND, STATE,
ACKNOWLEDGE AND AGREE THAT THIS MORTGAGE IS INTENDED AND AGREED TO BE AN “OPEN-END MORTGAGE” IN
ACCORDANCE WITH THE PROVISIONS SECTION 5301.232 OF THE OHIO REVISED CODE AND THAT THIS MORTGAGE
SHALL SECURE THE MAXIMUM AMOUNT OF THE UNPAID LOAN INDEBTEDNESS, BEING TEN MILLION NINE HUNDRED
FORTY-THREE THOUSAND DOLLARS ($10,943,000), EXCLUSIVE OF INTEREST AND ANY OBLIGATIONS UNDER THE
SWAP CONTACTS THEREON, WHICH MAY BE OUTSTANDING AT ANY TIME.



Section 9.14 Protective Advances.



Mortgagee shall have the right, but not the obligation, to make protective advances with
respect to the Real Property for the payment of taxes, assessments, insurance premiums, repairs,
maintenance and other costs incurred in or for the protection of the Real Property, as contemplated
by Section 5301.233 of the Ohio Revised Code, and such protective advances, together with interest
thereon at the Default Rate from the date of each such advance until it is repaid in full, shall be
secured by this Mortgage to the fullest extent and with the highest priority contemplated by such
Section 5301.233.



Section 9.15 Mortgagee’s Rights Under Mechanics’ Lien Laws.



Mortgagee is hereby authorized and empowered, at its option, to do, as Mortgagee, all things
provided to be done by a mortgagee under the mechanics’ lien laws of Ohio, including, without
limitation, Section 1311.14 of the Ohio Revised Code, and all amendments and supplements thereto.



Section 9.16 Maturity Date.



The Loan’s maturity date is December 31, 2010, as such date made be extended pursuant to
Section 2.4 of the Loan Agreement.



Section 9.17 Prior Instrument Reference.



Mortgagor claims title to the Real Property under those certain instruments recorded at
Instrument Nos.      in the Recorder’s Office of Montgomery County,
Ohio.



Section 9.18 Attorneys’ Fees.



As provided in Ohio Revised Code 1301.21, this is a Contract of Indebtedness and the Mortgagor
has committed to pay reasonable attorneys’ fees.



Section 9.19 Merger.



No merger shall occur as a result of Mortgagee’s acquiring any other estate in or any other
lien on the Property unless Mortgagee consents to a merger in writing. If both the lessor’s and
lessee’s estate under any lease or any portion thereof which constitutes a part of the Property,
shall at any time become vested in one owner, this Mortgage and the lien created hereby shall not
be destroyed or terminated by application of the doctrine of merger unless Mortgagee so elects as
evidenced by recording a written declaration executed by Mortgagee so stating, and, unless and
until Mortgagee so elects, Mortgagee shall continue to have and enjoy all of the rights and
privileges of Mortgagee as to the separate estates. In addition, upon the foreclosure of the lien
created by this Mortgage on the Property pursuant to the provisions hereof, any leases or subleases
then existing and affecting all or any portion of the Property, shall not be destroyed or
terminated by application of the law of merger or as a matter of law or as a result of such
foreclosure unless Mortgagee or any purchaser at such foreclosure sale shall so elect. No act by
or on behalf of Mortgagee or any such purchaser shall constitute a termination of any lease or
sublease unless Mortgagee or such purchaser shall give written notice thereof to such tenant or
subtenant. The parties hereto intend and agree that, upon Mortgagee’s election, in the event
Mortgagor acquires fee title to the Land, or any other interest in the Real Property not currently
held by Mortgagor, this Mortgage shall automatically encumber such interests in the Real Property
in a first lien position (except to the extent such interest is already encumbered by a lien in
favor of Mortgagee, in which case the Mortgage shall be in a second lien position), if and when
acquired by Mortgagor, without the necessity of any further documents or action. Notwithstanding
the foregoing, Mortgagor, as a condition to acquiring any such interest, shall execute such
documents and take such actions as may be requested by Mortgagee to evidence that the lien of the
Mortgage encumbers such interest in the Real Property.



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IN WITNESS WHEREOF, Mortgagor has caused this Mortgage to be executed as of the day and
year first written above.



	 
	MORTGAGOR:

	G&E HEALTHCARE REIT LINCOLN PARK BOULEVARD, LLC,

a Delaware limited liability company

By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Title: Authorized Signatory







	 	 	 	 	 
	STATE OF California )







	 	 	 
	COUNTY OF Orange	 	)





On December 18, 2007, before me, Monica Chavez, a Notary Public, personally appeared Shannon K
S Johnson, personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.



WITNESS my hand and official seal.



Signature /s/ Monica Chavez



My Commission Expires: Aug 21, 2011




[Monica Chavez


Commission #1762879


Notary Public – California


Orange County


My Comm. Expires Aug 21, 2011]




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