EX-10.4






PROMISSORY NOTE




$22,000,000.00 December 20, 2007



1. Agreement to Pay. FOR VALUE RECEIVED, G&E HEALTHCARE REIT CHESTERFIELD REHAB
HOSPITAL, LLC, a Delaware limited liability company (“Borrower”) hereby promises to pay to the
order of NATIONAL CITY BANK, a national banking association, its successors and assigns, whose
address is 120 S. Central, 9th Floor, Clayton, Missouri 63105 (“Lender”), the principal sum of
Twenty-Two Million and 00/100 Dollars ($22,000,000.00) (“Loan”), at the place and in the manner
hereinafter provided, together with interest thereon at the rate or rates described below, and any
and all other amounts which may be due and payable hereunder from time to time.



2. Interest Rate.



2.1 Interest Prior to Default.




(a) Interest shall accrue on the outstanding principal balance of this Note
from the date hereof through December 30, 2010, (“Maturity Date”) at a fluctuating
rate of interest equal to the Libor Rate plus 1.65% per annum (“Applicable Margin”)
(the Libor Rate plus the Applicable Margin shall be referred to herein as the “Loan
Rate”). The Applicable Margin shall be subject to increase from 1.65% to 1.75%
pursuant to the terms and conditions set forth in Section 21 of the Grubb & Ellis
Healthcare REIT, Inc. Limited Guaranty of Payment of even date herewith.




(b) LIBOR Flex Rate. Designation of a LIBOR Rate is subject to the following
requirements:




(i) The LIBOR Rate shall fluctuate daily in accordance with changes to
the LIBOR Rate.




(ii) “LIBOR Rate” means the interest rate determined by the following
formula, rounded upward to the nearest 1/100 of one percent (all amounts in
the calculation will be determined by Lender as of the first day of the
interest period):



	 	 	 
	LIBOR =

	 	London Inter-Bank Offered Rate
	
 
	 	 
	
 
	 	(1.00 – Reserve Percentage)







Where,




(1) “London Inter-Bank Offered Rate” initially means the rate
per annum based on a 360-day year equal to the offered rate for
deposits in U.S. dollars for a one-month period and for amounts
comparable to the then-outstanding principal balance of this Loan are
offered in the London Interbank Eurodollar market at 11:00 a.m.
(London time) two Business Days prior to the day as to which the rate
applies (or three Business Days prior to the day as to which the rate
applies if banks in London, England were not open and dealing in
offshore United States dollars on such second preceding Business
Day), as such interest rate is referenced and reported by the British
Bankers Association in the Bridge Financial Telerate system “Page
3750” report (or if not so published, Lender, in its sole discretion,
shall designate another daily financial or governmental publication
of national circulation to determine such rate).




(2) “Reserve Percentage” means the total of the maximum reserve
percentages for determining the reserves to be maintained by member
banks of the Federal Reserve System for Eurocurrency Liabilities, as
defined in Federal Reserve Board Regulation D, rounded upward to the
nearest 1/100 of one percent. The percentage will be expressed as a
decimal, and will include, but not be limited to, marginal,
emergency, supplemental, special, and other reserve percentages.




(iii) Lender is not obligated to accept a deposit in the inter-bank
market in order to charge interest at the LIBOR Rate.




(iv) In addition, Borrower shall be responsible for paying any costs
(“Additional Costs”) actually incurred by Lender as a direct result of any
change in Lender’s cost of complying with any law, rule, regulation or other
requirement imposed, interpreted or enforced by any federal, state or other
governmental or monetary authority which is applicable to assets held by or
deposits or accounts with or credits extended by Lender and which causes
Lender to incur costs or increases the effective cost to Lender of lending
to Borrower at the LIBOR Rate.



2.2 Late Charges. If payment (other than the final payment of all principal and
interest due hereunder on the Maturity Date as more specifically set forth in Section 3.2 herein
below) is ten (10) days or more late, Borrower will be charged a late payment fee of five percent
(5%) of the unpaid portion of the regularly scheduled payment. Borrower will pay a fee to Lender
of Fifteen Dollars ($15.00) if Borrower makes a payment on this Note and the check or preauthorized
charge with which Borrower pays is later dishonored.



2.3 Interest After Default. Interest at a rate of five percent (5%) over Lender’s
Corporate Market Rate (defined below), as published by Lender from time to time, (hereinafter
referred to as the “Default Rate”) shall be payable on the entire principal balance owing from and,
after the Maturity Date or following the occurrence and during the continuance of any Event of
Default, whether upon failure to pay this Note, upon acceleration, upon final maturity or
otherwise. For purposes of this Note, “Corporate Market Rate” shall mean the floating per annum
rate of interest that at any time, and from time to time, shall be most recently announced by
Lender as its corporate rate, which is not intended to be the Lender’s lowest or most favorable
rate of interest at any one time. Each change in Default Rate shall take effect on the effective
date of any change in the Corporate Market Rate. The Lender shall not be obligated to give notice
of any change in the Corporate Market Rate. Following the occurrence and during the continuance of
an Event of Default, at its option Lender may add any unpaid accrued interest, costs and fees to
principal and such sum will bear interest at the Default Rate, but in no event at an effective
interest rate on this Note which exceeds the rate permitted by law. In addition, Lender shall have
the right, without acceleration of the indebtedness, to collect interest at the Default Rate on any
payment due hereunder (including without limitation late charges and fees for legal counsel) which
is not received by Lender on or before the date on which such payment originally was due. Interest
at the Default Rate shall be immediately due and payable from the due date specified herein and
shall accrue until all Events of Default have been fully cured or full payment is received, as
applicable; provided that no Default Rate interest shall be due on any sum paid within the grace
period applicable thereto, if any.



2.4 Interest Calculation. Interest on this Note shall be calculated on the basis of a
360-day year and the actual number of days elapsed in any portion of a month in which interest is
due.



3. Payment Terms.



3.1 Periodic Interest Payments. Borrower shall pay this Note in monthly payments
equaling from time to time the then accrued interest on the unpaid principal balance. Borrower’s
first interest only payment is due      , 2008, and all subsequent payments are due
on the same day of each month thereafter through and including the Maturity Date. Borrower will
pay Lender at Lender’s address shown above or at such other place as Lender may designate in
writing. If any payment due on this Note or if any payment to be debited from Borrower’s
designated account on a scheduled due date is payable and scheduled on a weekend or legal bank
holiday in the State of Missouri, the payment will be due and will be debited on the next
non-weekend/holiday business day, the amount of payment, in such case, to include all interest
accrued to the date of such actual payment, and such payment shall be deemed to have been made on a
timely basis. No principal amount repaid may be reborrowed. All amounts due under this Note shall
be payable without set-off, counterclaim or any other deduction whatsoever.



3.2 Payment on Maturity Date. The unpaid principal balance of this Note, if not
sooner paid or declared to be due in accordance with the terms hereof, together with all accrued
and unpaid interest thereon and any other amounts due and payable hereunder or under any other Loan
Document (as hereinafter defined), shall be due and payable in full on the Maturity Date.



3.3 Application of Payments. Unless an Event of Default shall have occurred and be
continuing, all payments and prepayments on account of the indebtedness evidenced by this Note
shall be applied as follows: (a) first, to fees, expenses, costs and other similar amounts then due
and payable to Lender, if any, including, without limitation late charges due hereunder,
(b) second, to accrued and unpaid interest on the principal balance of this Note; (c) third, to
the payment of principal, if any, due in the month in which the payment or prepayment is made,
(d) fourth, to any escrows, impounds or other amounts which may then be due and payable under the
Loan Documents (as hereinafter defined), (e) fifth, to any other amounts then due Lender hereunder
or under any of the Loan Documents, and (f) last, to the unpaid principal balance of this Note in
the inverse order of maturity. Any prepayment on account of the indebtedness evidenced by this
Note shall not extend or postpone the due date or reduce the amount of any subsequent monthly
payment of principal and interest due hereunder. Following the occurrence and during the
continuance of an Event of Default, payments may be applied by Lender to amounts owed hereunder and
under the Loan Documents in such order as Lender shall determine, in its sole discretion.



3.4 Method of Payments. All payments of principal and interest hereunder shall be
paid by automatic debit, wire transfer, check or in coin or currency which, at the time or times of
payment, is the legal tender for public and private debts in the United States of America and shall
be made at such place as Lender or the legal holder or holders of this Note may from time to time
appoint in the payment invoice or otherwise in writing. Payment made by check shall be deemed paid
on the date Lender receives such check; provided, however, that if such check is subsequently
returned to Lender unpaid due to insufficient funds or otherwise, the payment shall not be deemed
to have been made and shall continue to bear interest until collected. Notwithstanding the
foregoing, the final payment due under this Note must be made by wire transfer or other final
funds. If requested by Borrower, Interest, principal payments and any fees and expenses owed
Lender from time to time will be deducted by Lender automatically on the due date from Borrower’s
account with Lender, as designated in writing by Borrower. Borrower will maintain sufficient funds
in the account on the dates Lender enters debits authorized by this Note. If there are
insufficient funds in the account on the date Lender enters any debit authorized by this Note, the
debit will be reversed. Borrower may terminate this direct debt arrangement at any time by sending
written notice to Lender at the address specified above.



3.5 Prepayment. This Note may be prepaid, either in whole or in part, without penalty
or premium, at any time and from time to time upon ten (10) days prior notice to Lender.



4. Extension of Maturity Date. Borrower has two options to extend the Maturity Date,
each of which is for a one-year period (“Extension Options”) upon the same terms and conditions and
subject to the same Loan Rate as set forth herein, provided that Borrower’s right to exercise each
Extension Option shall be exercisable upon satisfaction of and subject to the following terms and
conditions: (1) No Event of Default shall have occurred and be continuing at the time of the
exercise of any Extension Option; (2) Borrower must deliver written notice of Borrower’s election
to exercise an Extension Option within the 90-day period preceding the 30th day prior to
each Maturity Date; (3) Borrower must pay Lender an extension fee equal to twelve one-hundredths of
the outstanding principal balance of the Loan at the time that Borrower exercises an Extension
Option; (4) Borrower may not exercise its second Extension Option hereunder unless Borrower
exercised its first Extension Option hereunder; (5) during the first Extension Option period,
monthly payments of principal shall be due (in addition to monthly interest payments as set forth
herein) in an amount equal to the outstanding principal balance of this Loan on the Maturity Date
applicable prior to the exercise of the first Extension Option divided by three hundred (300); and
(6) during the second Extension Option, monthly payments of principal shall be due (in addition to
monthly interest payments as set forth herein) in an amount equal to the outstanding principal
balance of this Loan on the Maturity Date applicable prior to the exercise of the second Extension
Option divided by two hundred eighty-eight (288).



5. Security. This Note is secured by a Deed of Trust, Security Agreement, Assignment
of Leases and Rents and Fixture Filing (“Deed of Trust”) of even date herewith made by Borrower to
Lender creating a first mortgage lien on certain real property (“Premises”) legally described in
Exhibit A attached to the Deed of Trust, an Assignment of Rents and Leases (“Assignment”) of even
date herewith from Borrower to Lender, a Guaranty of Payment of even date herewith from Grubb &
Ellis Healthcare REIT, Inc., a Guaranty of Payment of even date herewith from Duke Realty Limited
Partnership (each Guaranty of Payment is referred to as a “Guaranty” and collectively referred to
as “Guarantees”) (hereinafter the entities executing Guarantees are collectively referred to as
“Guarantors”) to Lender and an Environmental Indemnity Agreement (“Indemnity Agreement”) of even
date herewith from Borrower and Guarantors to Lender, (the Note, the Deed of Trust, the Assignment,
the Guarantees, the Indemnity Agreement and any other document now or hereafter given to evidence
or secure payment of this Note or delivered to induce Lender to disburse the proceeds of the Loan,
as such documents may hereafter be amended, restated or replaced from time to time, are hereinafter
collectively referred to as the “Loan Documents”). Reference is hereby made to the Loan Documents
(which are incorporated herein by reference as fully and with the same effect as if set forth
herein at length) for a statement of the covenants and agreements contained therein, a statement of
the rights, remedies, and security afforded thereby, and all matters therein contained.



6. Events of Default. The occurrence of any one or more of the following events shall
constitute an “Event of Default” under this Note:



6.1 the failure by Borrower to pay (i) any installment of principal or interest payable
pursuant to this Note within ten (10) days after the date when due, or (ii) any other amount
payable to Lender under this Note, the Deed of Trust or any of the other Loan Documents within
twenty (20) days after the date when any such payment is due in accordance with the terms hereof or
thereof; or



6.2 the occurrence of any “Event of Default” under any Loan Documents.



7. Remedies. At the election of the holder hereof, and without notice, the principal
balance remaining unpaid under this Note, and all unpaid interest accrued thereon and any other
amounts due hereunder, shall be and become immediately due and payable in full upon the occurrence
of any Event of Default until such Event of Default shall be cured or waived. Failure to exercise
this option shall not constitute a waiver of the right to exercise same in the event of any
subsequent Event of Default. No holder hereof shall, by any act of omission or commission, be
deemed to waive any of its rights, remedies or powers hereunder or otherwise unless such waiver is
in writing and signed by the holder hereof, and then only to the extent specifically set forth
therein. The rights, remedies and powers of the holder hereof, as provided in this Note, the Deed
of Trust and in all of the other Loan Documents are cumulative and concurrent, and may be pursued
singly, successively or together against Borrower, the Guarantors hereof, the Premises and any
other security given at any time to secure the repayment hereof, all at the sole discretion of the
holder hereof. If any suit or action is instituted or attorneys are employed to collect this Note
or any part hereof, Borrower promises and agrees to pay all costs of collection, including
reasonable attorneys’ fees and court costs.



8. Covenants and Waivers. Borrower and all others who now or may at any time become
liable for all or any part of the obligations evidenced hereby, expressly agree hereby to be
jointly and severally bound, and jointly and severally: (i) waive and renounce any and all
homestead, redemption and exemption rights and the benefit of all valuation and appraisement
privileges against the indebtedness evidenced by this Note or by any extension or renewal hereof;
(ii) waive presentment and demand for payment, notices of nonpayment and of dishonor, protest of
dishonor, and notice of protest; (iii) except as expressly provided in the Loan Documents, waive
any and all notices in connection with the delivery and acceptance hereof and all other notices in
connection with the performance, default, or enforcement of the payment hereof or hereunder;
(iv) waive any and all lack of diligence and delays in the enforcement of the payment hereof;
(v) agree that the liability of each Borrower, guarantor, endorser or obligor shall be
unconditional and without regard to the liability of any other person or entity for the payment
hereof, and shall not in any manner be affected by any indulgence or forbearance granted or
consented to by Lender to any of them with respect hereto; (vi) consent to any and all extensions
of time, renewals, waivers, or modifications that may be granted by Lender with respect to the
payment or other provisions hereof, and to the release of any security at any time given for the
payment hereof, or any part thereof, with or without substitution, and to the release of any person
or entity liable for the payment hereof; and (vii) consent to the addition of any and all other
makers, endorsers, guarantors, and other obligors for the payment hereof, and to the acceptance of
any and all other security for the payment hereof, and agree that the addition of any such makers,
endorsers, guarantors or other obligors, or security shall not affect the liability of Borrower,
any guarantor and all others now liable for all or any part of the obligations evidenced hereby.
This provision is a material inducement for Lender making the Loan to Borrower.



9. Other General Agreements.



9.1 Business Purpose Loan. Borrower agrees that the Loan evidenced by this Note is an
exempted transaction under the Truth In Lending Act, 15 U.S.C., Section 1601, et seq.




9.2 Time. Time is of the essence hereof.



9.3 Governing Law. This Note is governed and controlled as to validity, enforcement,
interpretation, construction, effect and in all other respects by the statutes, laws and decisions
of the State of Missouri. This Note may not be changed or amended orally but only by an instrument
in writing signed by the party against whom enforcement of the change or amendment is sought.



9.4 No Joint Venture. Lender shall not be construed for any purpose to be a partner,
joint venturer, agent or associate of Borrower or of any lessee, operator, concessionaire or
licensee of Borrower in the conduct of its business, and by the execution of this Note, Borrower
agrees to indemnify, defend, and hold Lender harmless from and against any and all damages, costs,
expenses and liability that may be incurred by Lender as a result of a claim that Lender is such
partner, joint venturer, agent or associate.



9.5 Joint and Several Obligations. If this Note is executed by more than one party,
the obligations and liabilities of each Borrower under this Note shall be joint and several and
shall be binding upon and enforceable against each Borrower and their respective successors and
assigns. This Note shall inure to the benefit of and may be enforced by Lender and its successors
and assigns.



9.6 Severable Loan Provisions. If any provision of this Note is deemed to be invalid
by reason of the operation of law, or by reason of the interpretation placed thereon by any
administrative agency or any court, Borrower and Lender shall negotiate an equitable adjustment in
the provisions of the same in order to effect, to the maximum extent permitted by law, the purpose
of this and the validity and enforceability of the remaining provisions, or portions or
applications thereof, shall not be affected thereby and shall remain in full force and effect.



9.7 Interest Limitation. If the interest provisions herein or in any of the Loan
Documents shall result, at any time during the Loan, in an effective rate of interest which, for
any month, exceeds the limit of usury or other laws applicable to the Loan, all sums in excess of
those lawfully collectible as interest of the period in question shall, without further agreement
or notice between or by any party hereto, be applied upon principal immediately upon receipt of
such monies by Lender, with the same force and effect as though the payer has specifically
designated such extra sums to be so applied to principal and Lender had agreed to accept such extra
payment(s) as a premium-free prepayment. Notwithstanding the foregoing, however, Lender may at any
time and from time to time elect by notice in writing to Borrower to reduce or limit the collection
to such sums which, when added to the said first-stated interest, shall not result in any payments
toward principal in accordance with the requirements of the preceding sentence. In no event shall
any agreed to or actual exaction as consideration for this Loan transcend the limits imposed or
provided by the law applicable to this transaction or the makers hereof in the jurisdiction in
which the Premises are located for the use or detention of money or for forbearance in seeking its
collection.



9.8 Assignability. Lender may at any time assign its rights in this Note and the Loan
Documents, or any part thereof and transfer its rights in any or all of the collateral to another
bank or financial institution, and Lender thereafter shall be relieved from all liability with
respect to such collateral accruing from and after such assignment or transfer. In addition,
Lender may at any time sell one or more participations in the Note. Borrower may not assign its
interest in this Note, or any other agreement with Lender or any portion thereof, either
voluntarily or by operation of law, without the prior written consent of Lender.



10. Notices. All notices required under this Note will be in writing and will be
transmitted in the manner and to the addresses or facsimile numbers required by the Loan Agreement,
or to such other addresses or facsimile numbers as Lender and Borrower may specify from time to
time in writing.



11. CONSENT TO JURISDICTION. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE,
BORROWER AND LENDER HEREBY AGREE TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS OF THE EASTERN
DISTRICT OF MISSOURI AND THE STATE COURTS OF MISSOURI LOCATED IN ST. LOUIS COUNTY, MISSOURI AND
WAIVE ANY OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED
THEREIN, AND AGREE THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN LENDER AND BORROWER OR THE
CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS NOTE OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS
DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) LENDER SHALL HAVE THE RIGHT TO BRING ANY ACTION
OR PROCEEDING AGAINST BORROWER OR ITS PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION LENDER DEEMS
NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL, OR OTHER SECURITY FOR THE LOAN
OBLIGATIONS, AND (2) BORROWER ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE
IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.



12. WAIVER OF JURY TRIAL. BORROWER AND LENDER (BY ACCEPTANCE OF THIS NOTE), HAVING BEEN
REPRESENTED BY COUNSEL, EACH KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (a) UNDER THIS NOTE OR ANY RELATED AGREEMENT
OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE
DELIVERED IN CONNECTION WITH THIS NOTE OR (b) ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN
CONNECTION WITH THIS NOTE, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING WILL BE TRIED BEFORE A
COURT AND NOT BEFORE A JURY. 



13. Customer Identification — USA Patriot Act Notice; OFAC and Bank Secrecy Act.
The Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56, signed into law October 26, 2001) (the “Act”), and the Lender’s
policies and practices, the Lender is required to obtain, verify and record certain information and
documentation that identifies the Borrower, which information includes the name and address of the
Borrower and such other information that will allow the Lender to identify the Borrower in
accordance with the Act. In addition, the Borrower shall (a) ensure that no person who owns a
controlling interest in or otherwise controls the Borrower or any subsidiary of the Borrower is or
shall be listed on the Specially Designated Nationals and Blocked Person List or other similar
lists maintained by the Office of Foreign Assets Control (“OFAC”), the Department of the Treasury
or included in any Executive Orders, (b) not use or permit the use of the proceeds of the Loan to
violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive
Order relating thereto, and (c) comply, and cause any of its subsidiaries to comply, with all
applicable Bank Secrecy Act (“BSA”) laws and regulations, as amended.



14. Expenses and Indemnification. The Borrower shall pay all costs and expenses
reasonably incurred by the Lender in connection with the preparation of this Note and the Loan
Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys
who may be employees of the Lender or any affiliate or parent corporation of the Lender. The
Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs
and expenses reasonably incurred in connection with the execution and delivery of this Note and the
other instruments and documents to be delivered hereunder, and agrees to save the Lender harmless
from and against any and all liabilities with respect to or resulting from any delay in paying or
omission to pay such costs and expenses. The Borrower hereby authorizes the Bank to charge any
account of the Borrower with the Bank for all sums due under this section. The Borrower also
agrees to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless
the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of
their respective officers, directors, employees, attorneys and agents (each, an “Indemnified
Party”) from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature
(including, without limitation, the disbursements and the reasonable fees of counsel for each
Indemnified Party thereto, which shall also include, without limitation, reasonable attorneys’ fees
and time charges of attorneys who may be employees of the Lender or any parent or affiliated
corporation of the Lender, but excluding punitive damages or other exemplary damages, diminution in
value, lost profits or lost opportunity costs), which may be imposed on, incurred by, or asserted
against, any Indemnified Party (whether direct, indirect or consequential and whether based on any
federal, state or local laws or regulations, including, without limitation, securities,
environmental laws and commercial laws and regulations, under common law or in equity, or based on
contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan
Documents, or any act, event or transaction related or attendant thereto, the preparation,
execution and delivery of this Note and the Loan Documents, the making or issuance and management
of the Loan, the use or intended use of the proceeds of the Loan and the enforcement of the
Lender’s rights and remedies under this Note, the Loan Documents, any other instruments and
documents delivered hereunder or thereunder, or under any other agreement between the Borrower and
the Lender; provided, however, that the Borrower shall not have any obligation hereunder to any
Indemnified Party with respect to matters caused by or resulting from the willful misconduct, gross
negligence, bad faith or illegal acts of such Indemnified Party. To the extent that the
undertaking to indemnify set forth in the preceding sentence may be unenforceable because it
violates any law or public policy, the Borrower shall satisfy such undertaking to the maximum
extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or
expense covered by this indemnity shall be paid to such Indemnified Party on demand, and failing
prompt payment, together with interest thereon at the Default Rate from the date incurred by such
Indemnified Party until paid by the Borrower, shall be added to the obligations of the Borrower
evidenced by this Note and secured by the collateral securing this Note. This indemnity is not
intended to excuse the Lender from performing hereunder. The provisions of this section shall
survive the closing of the Loan, the satisfaction and payment of this Note and any cancellation of
the Loan Documents. The Borrower shall also pay, and hold the Lender harmless from, any and all
claims of any brokers, finders or agents claiming a right to any fees in connection with arranging
the Loan. The Lender hereby represents that it has not employed a broker or other finder in
connection with the Loan. The Borrower represents and warrants that no brokerage commissions or
finder’s fees are to be paid in connection with the Loan.



15. STATUTE OF FRAUDS CLAUSE. Oral agreements or commitments to loan money, extend
credit or to forbear from enforcing repayment of a debt including promises to extend or renew such
debt are not enforceable, regardless of the legal theory upon which it is based that is in any way
related to the credit agreement. To protect you (borrower(s)) and us (creditor) from
misunderstanding or disappointment, any agreements we reach covering such matters are contained in
this writing, which is the complete and exclusive statement of the agreement between us, except as
we may later agree in writing to modify it.



As used in this section, “creditor” refers to “Lender” and “other writing” refers to the “Loan
Documents.”



[Signatures on Following Pages]






1






IN WITNESS WHEREOF, Borrower has executed and delivered this Note as of the day and year first
written above.




BORROWER:




G&E HEALTHCARE REIT CHESTERFIELD REHAB HOSPITAL, LLC, a
Delaware limited liability company



	 	 	 
	By: /s/ Andrea R. Biller

	 	

	Print Name: Andrea R. Biller, Executive Vice President

	Title:

	 	Authorized Signatory






See attached





2







ACKNOWLEDGMENT



	 	 	 	 	 
	STATE OF CALIFORNIA
	 	 	)	 
	 
	 	)  SS.






COUNTY OF ORANGE)



On December 14, 2007 before me, P.C. Han, Notary Public, personally appeared Andrea R. Biller,
personally known to me to be the person whose name is subscribed to the within instrument and
acknowledged to me that she executed the same her authorized capacity, and that by her signature on
the instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.



	 	 	 
	WITNESS my hand and official seal.

/s/ PC Han

(Signature of Notary)

(SEAL)

	 	

[P.C. Han

Commission # 1753200

Notary Public — California

Orange County

My Comm. Expires Jun 25, 2011]






My Commission Expires:



June 25, 2011




3