EX-10.5






	 
	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







DEED OF TRUST, ASSIGNMENT

SECURITY AGREEMENT AND

FIXTURE FILING




by




G&E HEALTHCARE REIT COUNTY LINE ROAD, LLC,

a Delaware limited liability company,

as Grantor,




to




PUBLIC TRUSTEE OF DOUGLAS COUNTY, COLORADO,

as Trustee




in favor of




WACHOVIA BANK, NATIONAL ASSOCIATION,

a national banking association,

as Beneficiary




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




Grantor’s Organizational Identification Number is 4474547.




1




Deed of Trust, Assignment, Security Agreement and Fixture Filing




This Deed of Trust, Assignment, Security Agreement and Fixture Filing is made as of the 19th day of

December, 2007, by G&E HEALTHCARE REIT COUNTY LINE ROAD, LLC,




a Delaware limited liability company (herein referred to as “Grantor”), whose address
is c/o Triple Net Properties, LLC, 1551 N. Tustin Avenue, Suite 300, Santa Ana, California 92705,
to the PUBLIC TRUSTEE OF DOUGLAS COUNTY, COLORADO (“Trustee”), for the benefit of WACHOVIA
BANK, NATIONAL ASSOCIATION, a national banking association (“Beneficiary”), whose address
is Wachovia Bank, N.A., Real Estate Financial Services, General Banking Group, Mail Code: CA 6233,
15750 Alton Parkway, Irvine, California 92618.



Recitals




Grantor has requested that Beneficiary make the Loan (as hereinafter defined) to Grantor. As
a condition precedent to making the Loan, Beneficiary has required that Grantor execute and deliver
this Deed of Trust, Assignment, Security Agreement and Fixture Filing to Trustee for the benefit of
Beneficiary.



Grants and Agreements




Now, therefore, in order to induce Beneficiary to make the Loan to Grantor, Grantor agrees as
follows:



Article I




Definitions




As used in this Deed of Trust, 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, 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 Grantor, 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 Grantor in violation of
Section 5.2 of this Deed of Trust.



"Accounts” means all accounts of Grantor, 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.



"Beneficiary” means Beneficiary and its successors and assigns.



"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.



"Deed of Trust” means this Deed of Trust, Assignment, Security Agreement and Fixture
Filing, as the same may from time to time be extended, amended, restated, supplemented or otherwise
modified.



"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 Deed of Trust.



"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 Grantor and Guarantor in favor of Beneficiary 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 Deed of Trust does
not secure the obligations of Grantor 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
Beneficiary 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 Deed of Trust or any of the other Loan Documents, including 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 Grantor
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 Beneficiary for the account of
Grantor 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, deed of trust, 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 Beneficiary to Grantor, the repayment obligations in
connection with which are evidenced by the Note.



"Loan Agreement” means the Loan Agreement of even date herewith between Grantor and
Beneficiary 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 Deed of Trust, 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 Grantor, 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.



"Note” means the Promissory Note of even date herewith in the original principal
amount of Eight Million Eight Hundred Fifty Three Thousand and No/100 Dollars ($8,853,000.00) made
by Grantor to the order of Beneficiary, 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 Deed of Trust.



"Obligations” means all present and future debts, obligations and liabilities of
Grantor to Beneficiary arising pursuant to, and/or on account of, the provisions of this Deed of
Trust, 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 Deed of Trust or any of the other Loan Documents, together with interest
thereon as herein or therein provided; (c) to pay and perform all obligations of Grantor under any
Swap Contract; (d) to perform, observe and comply with all of the other terms, covenants and
conditions, expressed or implied, which Grantor is required to perform, observe or comply with
pursuant to this Deed of Trust or any of the other Loan Documents; and (e) to pay and perform all
future advances and other obligations that Grantor 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 Beneficiary, when a writing evidences the parties’ agreement that the advance or
obligation be secured by this Deed of Trust; excluding, however, the debts,
obligations and liabilities of Grantor under the Environmental Agreement. This Deed of Trust 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 Beneficiary and insuring Beneficiary’s interest in the Property which are
acceptable to Beneficiary as of the date hereof, (b) the Liens and interests of this Deed of Trust,
and (c) any other Encumbrance that Beneficiary 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 Grantor 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 Deed of Trust, and
Beneficiary shall have no responsibility for the performance of Grantor’s obligations thereunder)
and all general intangibles (including payment intangibles, trademarks, trade names, goodwill,
software and symbols but excluding all of Grantor’s rights to the payment of money to Grantor 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 Grantor with respect to
the Property or Grantor’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 Grantor with Beneficiary related to the Property, including
any such deposit account from which Grantor may from time to time authorize Beneficiary 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 Grantor’s rights to the payment of money from Beneficiary
(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 Grantor 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 Grantor’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 Grantor and belonging or appertaining to the
Land or Improvements; (b) all Claims whatsoever of Grantor 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 Grantor 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
Beneficiary (or its affiliate) and Grantor (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
Grantor 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, Grantor (a)
irrevocably and unconditionally grants, conveys, transfers and assigns to Trustee, in trust, for
the benefit of Beneficiary, with power of sale and right of entry and possession, all estate,
right, title and interest that Grantor now has or may later acquire in and to the Real Property;
(b) grants to Beneficiary a security interest in the Personalty; (c) assigns to Beneficiary, and
grants to Beneficiary a security interest in, all Condemnation Awards and all Insurance Proceeds;
and (d) assigns to Beneficiary , and grants to Beneficiary a security interest in, all of Grantor’s
right, title and interest in, but not any of Grantor’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,
Grantor’s obligations under any Swap Contract shall continue to be secured by this Deed of Trust
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 Beneficiary to Grantor and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor
absolutely and unconditionally assigns the Leases and Rents to Beneficiary. This assignment is,
and is intended to be, an unconditional, absolute and present assignment from Grantor to
Beneficiary of all of Grantor’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 Grantor is
not in default in the performance of any obligation, covenant or agreement contained in the Leases,
Grantor shall have a license (which license shall terminate automatically and without notice upon
the occurrence of an Event of Default or a default by Grantor under the Leases) to collect, but not
prior to accrual, all Rents. Grantor agrees to collect and hold all Rents in trust for Beneficiary
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 Deed of Trust creates a security interest in the Personalty, and, to the extent the
Personalty is not real property, this Deed of Trust constitutes a security agreement from Grantor
to Beneficiary under the Uniform Commercial Code of the State. In addition to all of its other
rights under this Deed of Trust and otherwise, Beneficiary 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 Deed of Trust shall be effective as a financing statement filed as a
fixture filing with respect to all fixtures included within the Property and is to be filed for
record in the real estate records of each county where any part of the Property (including such
fixtures) is situated. This Deed of Trust shall also be effective as a financing statement with
respect to any other Property as to which a security interest may be perfected by the filing of a
financing statement and may be filed as such in any appropriate filing or recording office. The
respective mailing addresses of Grantor and Beneficiary are set forth in the opening paragraph of
this Deed of Trust. A carbon, photographic or other reproduction of this Deed of Trust or any
other financing statement relating to this Deed of Trust shall be sufficient as a financing
statement for any of the purposes referred to in this Section. Grantor hereby irrevocably
authorizes Beneficiary 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 Beneficiary to establish or maintain the validity, perfection and priority of the security
interests granted in this Deed of Trust. The foregoing authorization includes Grantor’s
irrevocable authorization for Beneficiary 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
Grantor 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.



If and when Grantor 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, Beneficiary will
execute and deliver to Grantor such documents as may be required to release this Deed of Trust of
record. Grantor shall be responsible for the recordation of such release and the payment of any
recording and filing costs. Upon the recording of such release, 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 Deed of Trust 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.



Section 2.5 C.R.S. Sec. 38-39-106.



Solely for purposes of applying C.R.S. Sec. 38-39-106, Grantor stipulates, acknowledges and
agrees that this Deed of Trust secures a maximum stated principal amount of $8,853,000.00 under
C.R.S. Sec. 38-39-106(1), but this stated maximum will not otherwise be construed to limit the
amount or scope of the indebtedness or the obligations secured hereby. This maximum stated amount
shall be effective to secure payment of all advances under the Note, both obligatory and optional,
up to such amount, to the same extent and with the same effect and priority as if such total had
been fully disbursed on or before the date of recording of this Deed of Trust.



Article III




Representations and Warranties




	 	 	 
	Grantor makes the following representations and warranties to Beneficiary:

	Section 3.1

	 	Title to Real Property.
	
 
	 	 






Grantor (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. Grantor has the right and authority to convey the Real Property and does hereby
convey the Real Property. The Real Property is subject to no Encumbrances other than the Permitted
Encumbrances.



Section 3.2 Title to Other Property.



Grantor 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.



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 shall never become 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 Grantor’s knowledge, no buildings or other improvements on property not covered by this
Deed of Trust 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 Deed of Trust or any
interest therein to fulfill any requirement of any Governmental Authority. To Grantor’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 Grantor is not in default under any
of the terms thereof. Except as expressly permitted in the Loan Agreement, Grantor 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. Grantor has title to and the right to assign
the Leases and Rents to Beneficiary, and no other assignment of the Leases or Rents has been
granted. To the best of Grantor’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.



Grantor 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.



Grantor (a) will promptly pay in full and discharge all Property Assessments, and (b) will
furnish to Beneficiary, 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. Grantor 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 Deed of
Trust or any of the other Loan Documents.



Section 4.3 Permitted Contests.



Grantor shall not be required to pay any of the Property Assessments, or to comply with any
Law, so long as Grantor 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) Beneficiary is not subjected to any Claim as a result of such contest, and (d) Grantor
provides assurances satisfactory to Beneficiary (including the establishment of an appropriate
reserve account with Beneficiary) of its ability to pay such Property Assessments or comply with
such Law in the event Grantor is unsuccessful in its contest. Each such contest shall be promptly
prosecuted to final conclusion or settlement, and Grantor shall indemnify and save Beneficiary
harmless against all Claims in connection therewith. Promptly after the settlement or conclusion
of such contest or action, Grantor 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.



Grantor 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.



Grantor, at Grantor’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 Grantor 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 deed of trust, conveyance, assignment or other act by Grantor, become subject
to the Lien of this Deed of Trust as fully and completely, and with the same effect, as though now
owned by Grantor and specifically described in the granting clauses hereof. Grantor agrees,
however, to execute and deliver to Beneficiary 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, Beneficiary 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 Beneficiary whether or not from the proceeds of the Loan. This Section shall
not be deemed or construed, however, to obligate Beneficiary to pay or discharge any Lien.



Section 4.8 Leases.



(a) Except as expressly permitted in the Loan Agreement, Grantor 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 Beneficiary.



(b) Beneficiary shall not be obligated to perform or discharge any obligation of Grantor under
any Lease. The assignment of Leases provided for in this Deed of Trust in no manner places on
Beneficiary 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 Beneficiary shall be for any purpose other than to protect
Beneficiary’s security and to preserve Beneficiary’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.



Grantor 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, Grantor will promptly discharge the same by payment
or filing a bond or otherwise as permitted by Law. So long as Beneficiary’s security has been
protected by the filing of a bond or otherwise in a manner satisfactory to Beneficiary in its sole
and absolute discretion, Grantor shall have the right to contest in good faith any Claim, Lien or
Encumbrance, provided that Grantor does so diligently and without prejudice to Beneficiary or delay
in completing construction of the Improvements. Grantor shall give Beneficiary 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.



Grantor 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 Deed of Trust). The Transfer of more than 10% of the membership interests in
Grantor (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 Deed of Trust.



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 Beneficiary.
Grantor may remove and dispose of, free from the Lien of this Deed of Trust, 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 Grantor shall
be deemed to have subjected such replacement Accessories to the Lien of this Deed of Trust), 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 Beneficiary to be applied to the prepayment of the
principal of the Loan.



Section 5.4 Additional Improvements.



Grantor 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 Beneficiary. Grantor will
complete and pay for, within a reasonable time, any Improvements which Grantor is permitted to
construct on the Land. Grantor 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 Beneficiary, Grantor 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. Grantor (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 Deed of Trust:



Section 6.1 Payment Obligations.



Grantor fails to pay any of the Obligations when due, whether on the scheduled due date or
upon acceleration, maturity or otherwise.



Section 6.2 Transfers.



Grantor 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
Deed of Trust). The Transfer of more than 10% of the membership interests in Grantor (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 Deed of Trust.



Section 6.3 Other Obligations.



Grantor fails to promptly perform or comply with any of the Obligations set forth in this Deed
of Trust (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 Beneficiary to
Grantor; 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 Grantor commences to cure
such default promptly after receipt of notice thereof from Beneficiary, 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, Beneficiary shall
have the right, in addition to any other rights or remedies available to Beneficiary 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.



Beneficiary 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 Grantor); 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 and Sale.



Beneficiary may foreclose this Deed of Trust, insofar as it encumbers the Property, either by
Judicial action or through Trustee. If this Deed of Trust encumbers more than one parcel of real
estate, foreclosure may be by separate parcel or en masse, as Beneficiary may elect in its sole
discretion. Foreclosure through Trustee will be initiated by Beneficiary’s filing of its notice of
election and demand for sale with Trustee. Upon the filing of such notice of election and demand
for sale, Trustee shall promptly comply with all notice and other requirements of the laws of
Colorado then in force with respect to such sales, and shall give four weeks’ public notice of the
time and place of such sale by advertisement weekly in some newspaper of general circulation then
published in the County or City and County in which the Property is located. Any sale conducted by
Trustee pursuant to this section shall be held at the front door of the county courthouse for such
County or City and County, or on the Property, or at such other place as similar sales are then
customarily held in such County or City and County, provided that the actual place of sale shall be
specified in the notice of sale. All fees, costs and expenses of any kind incurred by Beneficiary
in connection with foreclosure of this Deed of Trust, including, without limitation, the costs of
any appraisals of the Property obtained by Beneficiary, all costs of any receivership for the
Property advanced by Beneficiary, and all attorneys’ and consultants’ fees incurred by Beneficiary,
shall constitute a part of the Indebtedness and may be included as part of the amount owing from
Grantor to Beneficiary at any foreclosure sale. The proceeds of any sale under this section shall
be applied first to the fees and expenses of the officer conducting the sale, and then to the
reduction or discharge of the Indebtedness; any surplus remaining shall be paid over to Grantor or
to such other person or persons as may be lawfully entitled to such surplus. At the conclusion of
any foreclosure sale, the officer conducting the sale shall execute and deliver to the purchaser at
the sale a certificate of purchase which shall describe the property sold to such purchaser and
shall state that upon the expiration of the applicable periods for redemption, the holder of such
certificate will be entitled to a deed to the property described in the certificate. After the
expiration of all applicable periods of redemption, unless the property sold has been redeemed by
Grantor, Trustee, upon request, execute and deliver an appropriate deed to the holder of the
certificate of purchase or the last certificate of redemption, as the case may be. Nothing in this
section dealing with foreclosure procedures or specifying particular actions to be taken by
Beneficiary or by Trustee or any similar officer shall be deemed to contradict or add to the
requirements and procedures now or hereafter specified by Colorado law, and any such inconsistency
shall be resolved in favor of Colorado law applicable at the time of foreclosure.



Section 7.3 Collection of Rents.



Upon the occurrence of an Event of Default, the license granted to Grantor to collect the
Rents shall be automatically and immediately revoked, without further notice to or demand upon
Grantor. Beneficiary may, but shall not be obligated to, perform any or all obligations of the
landlord under any or all of the Leases, and Beneficiary may, but shall not be obligated to,
exercise and enforce any or all of Grantor’s rights under the Leases. Without limiting the
generality of the foregoing, Beneficiary may notify the tenants under the Leases that all Rents are
to be paid to Beneficiary, and following such notice all Rents shall be paid directly to
Beneficiary and not to Grantor or any other Person other than as directed by Beneficiary, it being
understood that a demand by Beneficiary on any tenant under the Leases for the payment of Rent
shall be sufficient to warrant payment by such tenant of Rent to Beneficiary without the necessity
of further consent by Grantor. Grantor hereby irrevocably authorizes and directs the tenants under
the Leases to pay all Rents to Beneficiary instead of to Grantor, upon receipt of written notice
from Beneficiary, without the necessity of any inquiry of Grantor and without the necessity of
determining the existence or non-existence of an Event of Default. Grantor hereby appoints
Beneficiary as Grantor’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 Grantor’s
name or in Beneficiary’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 Beneficiary; (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 Beneficiary 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. Grantor shall pay, on demand, to
Beneficiary, the amount of any deficiency between (i) the Rents received by Beneficiary, and (ii)
all Expenses incurred together with interest thereon as provided in the Loan Agreement and the
other Loan Documents.



Section 7.4 Taking Possession or Control of the Property.



As an absolute matter of right without regard to the adequacy of the security, and to the
extent permitted by Law without notice to Grantor, Beneficiary shall be entitled, upon ex parte
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 Grantor hereby consents to the appointment of such
a receiver and agrees that such receiver shall have all of the rights and powers granted to
Beneficiary 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, Beneficiary may (a) enter
upon, and take possession of (and Grantor shall surrender actual possession of), the Property or
any part thereof, without notice to Grantor and without bringing any legal action or proceeding,
or, if necessary by force, legal proceedings, ejectment or otherwise, and (b) remove and exclude
Grantor and its agents and employees therefrom.



Section 7.5 Management of the Property.



Upon obtaining possession of the Property or upon the appointment of a receiver as described
in Section 7.5, Beneficiary 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
Grantor (the costs of completing such Improvements shall be Expenses secured by this Deed of Trust
and shall accrue interest as provided in the Loan Agreement and the other Loan Documents).
Beneficiary 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 Beneficiary shall elect, notwithstanding the fact that the exercise of such
remedies may have, for a time, cured the original Event of Default.



Section 7.6 Uniform Commercial Code.



Beneficiary 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,
Grantor 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 Deed of Trust 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 Beneficiary to dispose of the Personalty without giving any
warranties as to the Personalty and specifically disclaiming all disposition warranties.
Alternatively, Beneficiary 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. Grantor agrees that such a sale of Personalty together with Real Property constitutes a
commercially reasonable sale of the Personalty.



Section 7.7 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 Beneficiary 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 Beneficiary may elect.



Section 7.8 Other Remedies.



Beneficiary shall have the right from time to time to protect, exercise and enforce any legal
or equitable remedy against Grantor provided under the Loan Documents 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 Beneficiary as provided for in this Deed of Trust, 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 Deed of Trust,
or in any of the other Loan Documents or now or hereafter existing by Law, and the exercise or
beginning of the exercise by Beneficiary of any one or more of such rights, powers or remedies
shall not preclude the simultaneous or later exercise by Beneficiary of any or all such other
rights, powers or remedies.



Section 9.2 No Waiver by Beneficiary.



No course of dealing or conduct by or among Beneficiary and Grantor shall be effective to
amend, modify or change any provisions of this Deed of Trust or the other Loan Documents. No
failure or delay by Beneficiary to insist upon the strict performance of any term, covenant or
agreement of this Deed of Trust 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 Beneficiary 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, neither Beneficiary shall 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 Grantor 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 Beneficiary to comply with any request of Grantor
or of any other Person to take action to foreclose this Deed of Trust or otherwise enforce any of
the provisions of this Deed of Trust, or (b) any agreement or stipulation between any subsequent
owner or owners of the Property and Beneficiary, or (c) Beneficiary’s extending the time of payment
or modifying the terms of this Deed of Trust or any of the other Loan Documents without first
having obtained the consent of Grantor 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, Beneficiary 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 Deed of Trust or any of the other Loan Documents without in any way impairing or
affecting the Lien of this Deed of Trust or the priority of this Deed of Trust 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 Deed of Trust. Beneficiary may resort to the
security or collateral described in this Deed of Trust or any of the other Loan Documents in such
order and manner as Beneficiary may elect in its sole discretion.



Section 9.3 Waivers and Agreements Regarding Remedies.



To the fullest extent Grantor may do so, under applicable law, Grantor 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 Grantor, 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 Beneficiary under the terms of
this Deed of Trust to a sale of the Property without any prior or different resort for collection,
or the right of Beneficiary 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 Grantor 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 Deed of Trust shall run
with the Land and shall apply to and bind the successors and assigns of Grantor (including any
permitted subsequent owner of the Property), and inure to the benefit of Beneficiary, its
successors and assigns.



Section 9.5 No Warranty by Beneficiary.



By inspecting the Property or by accepting or approving anything required to be observed,
performed or fulfilled by Grantor or to be given to Beneficiary pursuant to this Deed of Trust or
any of the other Loan Documents, Beneficiary 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
Beneficiary.



Section 9.6 Amendments.



This Deed of Trust 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 Deed of Trust 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 Deed of Trust or any of the other Loan
Documents, then and in either of those events, at the option of Beneficiary, 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 Deed of Trust (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 Deed of Trust 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 Grantor consists of two (2) or more Persons, the term “Grantor” shall also refer to all
Persons signing this Deed of Trust as Grantor, and to each of them, and all of them are jointly and
severally bound, obligated and liable hereunder. Beneficiary may release, compromise, modify or
settle with any of Grantor, in whole or in part, without impairing, lessening or affecting the
obligations and liabilities of the others of Grantor 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 Grantor.



Section 9.10 Rules of Construction.



The words “hereof,” “herein,” “hereunder,” “hereto,” and other words of similar import refer
to this Deed of Trust 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 Deed of Trust 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 Deed of Trust 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
Deed of Trust 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 Deed of Trust 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 Grantor and
Beneficiary with respect to the transactions arising in connection with the Loan, and supersede all
prior written or oral understandings and agreements between Grantor and Beneficiary with respect to
the matters addressed in the Loan Documents. In particular, and without limitation, the terms of
any commitment by Beneficiary 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.



2




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



	 
	GRANTOR:

	G&E HEALTHCARE REIT COUNTY LINE ROAD, LLC, a Delaware limited liability company

By: /s/ Shannon K S Johnson

Printed 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

	 	[Monica Chavez

Commission #1762879

Notary Public – California

Orange County

My Comm. Expires Aug 21, 2011]







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