EX-10.8






ENVIRONMENTAL INDEMNITY AGREEMENT




THIS ENVIRONMENTAL INDEMNITY AGREEMENT dated as of December 20, 2007 (the
“Agreement”), is executed by G&E Healthcare REIT Chesterfield Rehab Hospital, LLC, a
Delaware limited liability company (the “Borrower”), Grubb & Ellis Healthcare REIT, Inc., a
Maryland corporation (“G&E”), and Duke Realty Limited Partnership, an Indiana limited
partnership (“Duke”) (said entities are hereinafter referred to jointly as
“Guarantors”; the Borrower and the Guarantors each being referred to herein as an
“Indemnitor” and collectively as the “Indemnitors”) to and for the benefit of
NATIONAL CITY BANK, a national banking association, together with its successors and assigns (the
“Lender”).



R E C I T A L S:




A. Lender has agreed to loan to Borrower the principal amount of Twenty-Two Million and 00/100
Dollars ($22,000,000.00) (“Loan”), evidenced by a certain Promissory Note of even date
herewith made by Borrower payable to Lender in the principal amount of the Loan and due on the
Maturity Date (as defined in the Note) (hereinafter as amended, restated or replaced from time to
time, the “Note”), except as may be accelerated pursuant to the terms hereof or of the
Note, or any Loan Documents (as such term is defined in the Note and incorporated herein).



B. The Loan is secured by a Deed of Trust, Security Agreement, Assignment of Leases and Rents
and Fixture Filing of even date herewith (the “Deed of Trust”), executed by Borrower to and
for the benefit of Lender, encumbering real property located in St. Louis County, Missouri, as
described on Exhibit “A” attached hereto, together with the other collateral as described
in the Deed of Trust (the real property and other collateral being collectively referred to as the
“Property”). Capitalized terms used and not specifically defined herein shall bear the
same meaning as in the Deed of Trust.



C. As a condition to making the Loan, the Lender has required that the Indemnitors indemnify
the Lender with respect to environmental conditions and operations at the Property as set forth
below.



NOW, THEREFORE, to induce the Lender to extend the Loan to the Borrower and in consideration
of the foregoing premises and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Indemnitors hereby covenant and agree for the
benefit of the Lender and the other Indemnified Parties (as defined below), as follows:



A G R E E M E N T S:




1. ENVIRONMENTAL MATTERS.



1.1. Definitions. For purposes of this Agreement the following terms have the
following meanings:




“Business Day” shall mean any day other than a Saturday, Sunday or a legal
holiday on which banks are authorized or required to be closed for the conduct of commercial
banking business in St. Louis, Missouri.




“Environmental Laws” shall mean any and all federal, state and local laws
(whether under common law, statute, rule, regulation or otherwise), requirements under
permits or other authorizations issued with respect thereto, and other orders, decrees,
judgments, directives or other requirements of any governmental authority relating to or
imposing liability or standards of conduct (including disclosure or notification) concerning
protection of human health or the environment or Hazardous Substances or any activity
involving Hazardous Substances, all as previously and in the future to be amended.




“Hazardous Substance” shall mean, but is not limited to, any substance,
chemical, material or waste (a) the presence of which causes a nuisance or trespass of any
kind; (b) which is regulated by any federal, state or local governmental authority because
of its toxic, flammable, corrosive, reactive, carcinogenic, mutagenic, infectious,
radioactive, or other hazardous property or because of its effect on the environment,
natural resources or human health and safety, including, but not limited to, petroleum and
petroleum products, asbestos-containing materials, polychlorinated biphenyls, lead and
lead-based paint, radon, radioactive materials, flammables and explosives; or (c) which is
designated, classified, or regulated as being a hazardous or toxic substance, material,
pollutant, waste (or a similar such designation) under any federal, state or local law,
regulation or ordinance, including under any Environmental Law such as the Comprehensive
Environmental Response Compensation and Liability Act (42 U.S.C. §9601 et
seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. §11001
et seq.), the Hazardous Substances Transportation Act (49 U.S.C. §1801
et seq.), or the Clean Air Act (42 U.S.C. §7401 et seq.).




“Indemnified Parties” shall mean and includes the Lender, its parent,
subsidiaries, and affiliated companies, assignees of any of the Lender’s interest in the
Loan or the Loan Documents, any servicer or originator of the Loan, and the officers,
directors, employees, agents and contractors of any of the foregoing parties.




“Indemnitors” shall mean the Borrower and each of the Guarantors, jointly and
severally.




“Loan Documents” shall mean the Note, the Deed of Trust, this Agreement and any
other document given by any Indemnitor to evidence or secure the Loan, as amended from time
to time.




“Release” shall mean any release, deposit, discharge, emission, leaking,
leaching, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping,
dumping, disposing or other movement of Hazardous Substances.




“Reports” shall mean the environmental studies and reports identified on
Exhibit “B” attached hereto and made a part hereof.



1.2. Environmental Representations and Warranties. Except as otherwise fully
disclosed by the Indemnitors to the Indemnified Parties in writing detailing any exceptions to the
following environmental representations and warranties or fully disclosed to the Indemnified
Parties in the Reports, the Indemnitors hereby represent and warrant to the Indemnified Parties
that, as of the date hereof:




(a) neither the Property nor any operations of the Borrower are in material violation
of any Environmental Laws or any permit or other authorization issued pursuant thereto;




(b) no Hazardous Substances are, or to the Indemnitors’ knowledge and belief, have been
handled, generated, stored, processed or otherwise managed on or at the Property except for
those substances used by the Borrower or tenants under leases at the Property in the
ordinary course of their businesses and in compliance with all Environmental Laws;




(c) to Indemnitor’s knowledge, there are not now, nor have there been, any past or
present Releases of Hazardous Substances in, on, under or from the Property;




(d) to Indemnitor’s knowledge, the Property is not subject to any private or
governmental lien or judicial or administrative notice or action relating to Hazardous
Substances;




(e) there are no existing or closed underground storage tanks or other underground
storage receptacles for Hazardous Substances on the Property;




(f) the Borrower has received no notice of, and to the Borrower’s knowledge, there
exists no investigation, action, proceeding or claim by any agency, authority or unit of
government or by any third party which could result in any liability, penalty, sanction or
judgment under any Environmental Laws with respect to any condition, use or operation of the
Property or any of the Borrower’s operations, nor does the Borrower know of any basis for
such a claim;




(g) the Borrower has received no notice of any claim by any party that any use,
operation or condition of the Property or any of the Borrower’s operations has caused any
nuisance or any other liability or adverse condition on any other property, nor does the
Borrower know of any basis for such a claim; and




(h) to Indemnitor’s knowledge, there are no agreements, consent orders, decrees,
judgments, license or permit conditions or other orders or directives of any federal, state
or local court, governmental agency or authority or agreements, whether settlement
agreements or otherwise, with any third parties relating to the ownership, use, operation,
sale, transfer or conveyance of the Property that require any change in the present
condition of the Property or any work, repairs, construction, containment, clean up,
investigations, studies, removal or other remedial action or capital expenditures with
respect to the Property.



1.3. Environmental Covenants. The Borrower covenants and agrees that the Borrower:
(a) shall keep, and shall exercise commercially reasonable efforts to cause third parties to the
keep Property free from Hazardous Substances (except those substances used by the Borrower or
tenants under leases at the Property in the ordinary course of their businesses and in compliance
with all Environmental Laws); (b) shall not install or use any underground storage tanks, shall not
itself engage in and shall expressly prohibit all tenants of space in the Improvements from
engaging in the use, generation, handling, storage, production, processing or management of
Hazardous Substances, except in the ordinary course of their businesses and in compliance with all
Environmental Laws; (c) shall not itself cause or allow and shall expressly prohibit the Release of
Hazardous Substances at, on, under, or from the Property; shall itself comply and shall expressly
require all tenants to comply with all Environmental Laws; (d) shall keep the Property free and
clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to
any act or omission of the Borrower or any other person or entity (“Environmental Liens”);
(e) shall comply and shall use commercially reasonable efforts to cause all occupants of the
Property to comply with the recommendations of any qualified environmental engineer or other
environmental expert that apply or pertain to the Property; and (f) without limiting the generality
of the foregoing, during the term of this Agreement, shall not use any construction materials which
contain asbestos nor install in the Improvements on the Property, or permit to be installed in the
Improvements on the Property, any materials which contain asbestos.



1.4. Notice and Access. The Indemnitors shall promptly notify the Indemnified Parties
in writing if any of the Indemnitors knows, suspects or believes there is or are (a) any Hazardous
Substances, other than those used by the Borrower or tenants under leases at the Property in the
ordinary course of their businesses and in compliance with all Environmental Laws, present on the
Property; (b) any Release of Hazardous Substances in, on, under, from or migrating towards the
Property; (c) any non-compliance with Environmental Laws related in any way to the Property; (d)
any actual or potential Environmental Liens; (e) any investigation or action or claim, whether
threatened or pending, by any governmental agency or third party pertaining to the Release of
Hazardous Substances in, on, under, from, or migrating towards the Property; and/or (f) any
installation of wells, piping, or other equipment at the Property to investigate, remediate or
otherwise address any Release of Hazardous Substances at, on, in or in the vicinity of the
Property. The Indemnitors shall promptly, at the Indemnitors’ sole cost and expense, take all
reasonable actions with respect to any Hazardous Substances or other environmental condition at, on
or under the Property or other affected property to the extent relating to a Release from the
Property, including all investigative, monitoring, removal, containment and remedial actions in
accordance with all applicable Environmental Laws, including the payment, at no expense to the
Indemnified Parties, of all clean-up, administrative and enforcement costs of applicable
governmental agencies which may be asserted against the Property in all instances as necessary to
(i) comply with all applicable Environmental Laws; (ii) protect human health or the environment;
(iii) allow continued use, occupation, or operation of the Property; and/or (iv) maintain the fair
market value of the Property (collectively, the “Completion of the Clean-up”). In the
event the Indemnitors fail to do so, the Indemnified Parties may, but shall not be obligated or
have any duty to, cause the Completion of the Clean-up of the Property. The Indemnitors hereby
grant to the Indemnified Parties and their agents and employees access to the Property as provided
in Section 1.6 below, and a license to remove any items deemed by the Indemnified Parties to be
Hazardous Substances and to do all things the Indemnified Parties shall deem necessary to cause the
Completion of the Clean-up of the Property.



1.5. Indemnification. The Indemnitors covenant and agree, at the Indemnitors’ sole
cost and expense, to indemnify, defend (at trial and appellate levels, and with attorneys,
consultants and experts acceptable to the Indemnified Parties), and hold the Indemnified Parties
harmless from and against any and all liens, damages (including, without limitation, consequential
damages but excluding punitive and other exemplary damages), losses (excluding lost profits, lost
opportunity costs and diminution in value), liabilities, obligations, settlement payments,
penalties, claims, judgments, suits, proceedings, costs, disbursements or expenses of any kind or
of any nature whatsoever (including reasonable attorneys’, consultants’ and experts’ fees and
disbursements actually incurred in investigating, defending, settling or prosecuting any claim,
litigation or proceeding) (collectively, “Claims”) which may at any time be imposed upon, incurred
by or asserted against the Indemnified Parties or the Property, and arising directly or indirectly
from or out of:




(a) the past, present or future presence, Release or threat of Release of any Hazardous
Substances on, in, under or affecting all or any portion of the Property or any surrounding
areas, regardless of whether or not caused by or within the control of any Indemnitor;




(b) the past, present or future violation of any Environmental Laws, relating to or
affecting the Property or the Borrower’s operations, whether or not caused by or within the
control of any Indemnitor;




(c) the failure by the Indemnitors to comply fully with the terms and conditions of
this Section 1;




(d) any material misrepresentation or inaccuracy in or the material breach of any
representation or warranty contained in this Section 1; or




(e) the enforcement of this Section 1, including any liabilities that arise as a result
of the actions taken or caused to be taken by the Indemnified Parties under this Section 1,
the cost of assessment, containment and/or removal of any and all Hazardous Substances from
all or any portion of the Property or any surrounding areas, the cost of any actions taken
in response to the presence, Release or threat of Release of any Hazardous Substances on,
in, under or affecting any portion of the Property or any surrounding areas to prevent or
minimize such Release or threat of Release so that it does not migrate or otherwise cause or
threaten danger to present or future public health, safety, welfare or the environment, and
costs incurred to comply with the Environmental Laws in connection with all or any portion
of the Property or any surrounding areas. The Indemnified Parties’ rights under this
Section 1 shall survive payment in full of the Borrower’s obligations under the Loan
Documents and shall be in addition to all other rights of the Indemnified Parties under the
Deed of Trust, the Note and the other Loan Documents. The foregoing notwithstanding, the
Indemnitors’ obligations under this Section 1 with regard to any Post Transfer
Indemnification Responsibilities (as hereinafter defined) shall be limited to such
obligations directly or indirectly arising out of or resulting from any Hazardous Substances
that were present or released in, on, or around any part of the Property, or in the soil,
groundwater or soil vapor on or under the Property at any time before or while the Borrower
held title to or was in possession or control of the Property (the “Indemnitors’
Continuing Responsibility”); provided, however, that any Post Transfer Indemnification
Responsibilities incurred or suffered by the Indemnified Parties shall be presumed, unless
shown by a preponderance of the evidence to the contrary, to be the Indemnitors’ Continuing
Responsibility. “Post Transfer Indemnification Responsibilities” shall mean any
obligations hereunder to indemnify, defend, and hold the Indemnified Parties harmless
arising after the Indemnified Parties cease to hold a security interest in the Property or
acquire title to the Property as a result of foreclosure, deed in lieu of foreclosure, or
other transfer of the Property.




Notwithstanding the foregoing, Indemnitors shall not be obligated to indemnify or hold
Lender harmless from and against any Claims directly arising from the gross negligence,
willful misconduct, bad faith or illegal acts of any of the Indemnified Parties.



1.6. Site Visits, Observation and Testing. The Indemnified Parties and their agents
and representatives shall have the right at any reasonable time to enter and visit the Property for
the purposes of observing the Property, taking and removing soil or groundwater samples, and
conducting tests on any part of the Property. The Indemnified Parties have no duty, however, to
visit or observe the Property or to conduct tests, and no site visit, observation or testing by any
Indemnified Party shall impose any liability on any Indemnified Party. In no event shall any site
visit, observation or testing by any Indemnified Party be a representation that Hazardous
Substances are or are not present in, on or under the Property, or that there has been or shall be
compliance with any law, regulation or ordinance pertaining to Hazardous Substances or any other
applicable governmental law. Neither the Borrower nor any other party is entitled to rely on any
site visit, observation or testing by any Indemnified Party. The Indemnified Parties owe no duty
of care to protect the Indemnitors or any other party against, or to inform the Indemnitors or any
other party of, any Hazardous Substances or any other adverse condition affecting the Property.
The Indemnified Parties may in their discretion disclose to the Indemnitors or any other party any
report or findings made as a result of, or in connection with, any site visit, observation or
testing by the Indemnified Parties. The Indemnitors understand and agree that the Indemnified
Parties make no representation or warranty to the Indemnitors or any other party regarding the
truth, accuracy or completeness of any such report or findings that may be disclosed. The
Indemnitors also understand that, depending on the results of any site visit, observation or
testing by any Indemnified Party which are disclosed to the Indemnitors, the Indemnitors may have a
legal obligation to notify one or more environmental agencies of the results and that such
reporting requirements are site-specific and are to be evaluated by the Indemnitors without advice
or assistance from the Indemnified Parties. Any Indemnified Party shall give the Borrower
reasonable notice before entering the Property. Such Indemnified Party shall make reasonable
efforts to avoid interfering with the Borrower’s use of the Property in exercising any rights
provided in this Section 1, except in the event of an emergency, the Indemnified Parties shall
afford the Borrower a reasonable opportunity to have Borrower’s representative accompany an
Indemnified Party and its agents during any such inspection.



2. REINSTATEMENT OF OBLIGATIONS. If at any time all or any part of any payment made
by the Borrower or received by the Indemnified Parties from the Borrower under or with respect to
this Agreement is or must be rescinded or returned for any reason whatsoever, including the
insolvency, bankruptcy or reorganization of any Indemnitor under any Debtor Relief Law (as defined
below), then the obligations of the Indemnitors hereunder shall, to the extent of the payment
rescinded or returned, be deemed to have continued in existence, notwithstanding such previous
payment made by the Indemnitors, or receipt of payment by an Indemnified Party, and the obligations
of the Indemnitors hereunder shall continue to be effective or be reinstated, as the case may be,
as to such payment, all as though such previous payment by the Indemnitors had never been made.



3. WAIVERS. To the extent permitted by law, each of the Indemnitors, for itself and
its successors, hereby waives and agrees not to assert or take advantage of:




(a) any right to require the Indemnified Parties to proceed against any other person or
to proceed against or exhaust any security held by the Indemnified Parties at any time or to
pursue any other remedy in the Indemnified Parties’ power or under any other agreement
before proceeding against the Indemnitors hereunder;




(b) any defense that may arise by reason of the incapacity, lack of authority, death or
disability of any other person or persons or the failure of the Indemnified Parties to file
or enforce a claim against the estate (in administration, bankruptcy or any other
proceedings) of any other person or person;




(c) demand, presentment for payment, notice of nonpayment, protest, notice of protest
and all other notices of any kind, or the lack of any thereof, including, without limiting
the generality of the foregoing, notice of the existence, creation or incurring of any new
or additional indebtedness or obligation or of any action or non-action on the part of the
Indemnified Parties, any endorser or creditor of any of the Indemnitor or any other person
whomsoever under this or any other instrument in connection with any obligation or evidence
of indebtedness held by the Indemnified Parties;




(d) any right or claim of right to cause a marshalling of the assets of the
Indemnitors;




(e) any principle or provision of law, statutory or otherwise, which is or might be in
conflict with the terms and provisions of this Agreement;




(f) any duty on the part of the Indemnified Parties to disclose to the Indemnitors any
facts the Indemnified Parties may now or hereafter know about the Property, regardless of
whether the Indemnified Parties have reason to believe that any such facts materially
increase the risk beyond that which the Indemnitors intend to assume or have reason to
believe that such facts are unknown to the Indemnitors or have a reasonable opportunity to
communicate such facts to the Indemnitors, it being understood and agreed that the
Indemnitors are fully responsible for being and keeping informed of the condition of the
Property and of any and all circumstances bearing on the risk that liability may be incurred
hereunder;




(g) any lack of notice of disposition or of manner of disposition of any collateral for
the Loan;




(h) any invalidity, irregularity or unenforceability, in whole or in part, of any one
or more of the Loan Documents;




(i) any deficiencies in the collateral for the Loan or any deficiency in the ability of
the Indemnified Parties to collect or to obtain performance from any person or entities now
or hereafter liable for the payment and performance of any obligation hereby guaranteed;




(j) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising
upon the voluntary or involuntary bankruptcy proceeding of the Indemnitors) or any other
stay provided under any other debtor relief law (whether statutory, common law, case law or
otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or
become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or
inhibit the ability of the Indemnified Parties to enforce any of their rights, whether now
or hereafter required, which the Indemnified Parties may have against the Indemnitors or the
collateral for the Loan; and




(k) any modifications of the Loan Documents or any obligation of the Indemnitors
relating to the Loan by operation of law or by action of any court, whether pursuant to the
Bankruptcy Reform Act of 1978, as amended or recodified (the “Bankruptcy Code”), or
under any other present or future state or federal law regarding bankruptcy, reorganization
or other relief to debtors (collectively, the “Debtor Relief Law”), or otherwise.



4. GENERAL PROVISIONS.



4.1. Full Recourse. All of the terms and provisions of this Agreement are full
recourse obligations of the Indemnitors and not restricted by any limitation on personal liability.



4.2. Secured Obligations. The Indemnitors hereby acknowledge that the obligations of
the Indemnitors under this Agreement are secured by the lien of the Deed of Trust and the security
interests and other collateral described in the Deed of Trust and the other Loan Documents.



4.3. Survival. Subject to Section 1.5(e), this Agreement shall be deemed to be
continuing in nature and shall remain in full force and effect and shall survive the payment of the
indebtedness evidenced and secured by the Loan Documents and the exercise of any remedy by the
Indemnified Parties under the Deed of Trust or any of the other Loan Documents, including any
foreclosure or deed in lieu thereof, even if, as a part of such remedy, the Loan is paid or
satisfied in full.



4.4. No Recourse Against the Indemnified Parties. The Indemnitors shall not have any
right of recourse against the Indemnified Parties by reason of any action the Indemnified Parties
may take or omit to take under the provisions of this Agreement, except to the extent of any
Indemnified Party’s gross negligence, willful misconduct, bad faith or illegal acts.



4.5. Reservation of Rights. Nothing contained in this Agreement shall prevent or in
any way diminish or interfere with any rights or remedies, including the right to contribution,
which the Indemnified Parties may have against the Indemnitors or any other party under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified at Title 42
U.S.C. §9601 et seq.), as it may be amended from time to time, or any other
applicable federal, state or local laws, all such rights being hereby expressly reserved.



4.6. Rights Cumulative; Payments. The Indemnified Parties’ rights under this
Agreement shall be in addition to all rights of the Indemnified Parties under the Note, the Deed of
Trust and the other Loan Documents. Further, payments made by the Indemnitors under this Agreement
shall not reduce in any respect the Borrower’s obligations and liabilities under the Note, the Deed
of Trust and the other Loan Documents.



4.7. No Limitation on Liability. Each of the Indemnitors hereby consents and agrees
that the Indemnified Parties may at any time and from time to time without further consent from the
Indemnitors do, permit or cause any of the following events, and the liability of the Indemnitors
under this Agreement shall be unconditional and absolute and shall in no way be impaired or limited
by the occurrence of any of the following events, whether occurring with or without notice to the
Indemnitors, or with or without consideration: (a) any extensions of time for performance required
by any of the Loan Documents or extension or renewal of the Note; (b) any sale, assignment or
foreclosure of the Note, the Deed of Trust or any of the other Loan Documents or any sale or
transfer of the Property; (c) any change in the composition of any of the Indemnitors; (d) the
accuracy or inaccuracy of the representations and warranties made by the Indemnitors herein or in
any of the Loan Documents; (e) the release of any of the Indemnitors or of any other person or
entity from performance or observance of any of the agreements, covenants, terms or conditions
contained in any of the Loan Documents by operation of law, the Indemnified Parties’ voluntary act
or otherwise; (f) the release or substitution in whole or in part of any security for the Loan; (g)
the Lender’s failure to record the Deed of Trust or to file any financing statement (or the
Lender’s improper recording or filing thereof) or to otherwise perfect, protect, secure or insure
any lien or security interest given as security for the Loan; (h) the modification by Lender and
Borrower of the terms of any one or more of the Loan Documents; or (i) the taking or failure to
take any action, except any illegal act or omission, of any type whatsoever. No such action which
the Indemnified Parties shall take or fail to take in connection with the Loan Documents or any
collateral for the Loan, nor any course of dealing with the Indemnitors or any other person, shall
limit, impair or release the Indemnitors’ obligations hereunder, affect this Agreement in any way
or afford the Borrower any recourse against the Indemnified Parties, except to the extent of any
Indemnified Party’s gross negligence, willful misconduct, bad faith or illegal acts. Nothing
contained in this Paragraph shall be construed to require the Indemnified Parties to take or
refrain from taking any action referred to herein.



4.8. Entire Agreement; Amendment; Severability. This Agreement contains the entire
agreement between the parties respecting the matters herein set forth and supersedes (except as to
the Deed of Trust) all prior agreements, whether written or oral, between the parties respecting
such matters. Any amendments or modifications hereto, in order to be effective, shall be in
writing and executed by the parties hereto. If any provision or obligation under this Agreement or
any of the other Loan Documents shall be determined by a court of competent jurisdiction to be
invalid, illegal or unenforceable, that provision shall be deemed severed from the Loan Documents
and the validity, legality and enforceability of the remaining provisions or obligations shall
remain in full force as though the invalid, illegal or unenforceable provision had never been a
part of the Loan Documents.



4.9. Governing Law; Binding Effect. This Agreement shall be governed by and construed
in accordance with the laws of the State in which the Property is located, except to the extent
that the applicability of any of such laws may now or hereafter be preempted by Federal law, in
which case such Federal law shall so govern and be controlling. The terms, covenants and
conditions of this Agreement shall be binding upon and inure to the benefit of the heirs,
successors and assigns of the parties. The Indemnified Parties and any successor may, at any time,
sell, transfer, or assign its interest under the Note, the Deed of Trust, the other Loan Documents,
any or all servicing rights with respect thereto, and this Agreement or grant participations. The
Indemnified Parties may forward to each purchaser, transferee, assignee, servicer, participant or
investor (all of the foregoing entities collectively referred to as an “Investor”) and each
prospective Investor, all documents, financial and other information which the Indemnified Parties
now have or may hereafter acquire relating to (a) the Loan; (b) the Property and its operation
(including, without limitation, copies of all leases, subleases or any other agreements concerning
the use and occupancy of the Property); and/or (c) any party connected with the Loan (including,
without limitation, the Borrower, any partner or member of the Borrower, any constituent partner or
member of the Borrower, and the Guarantors). The representations, warranties, obligations,
covenants, and indemnity obligations of the Indemnitors under this Agreement shall also benefit and
apply with respect to any purchaser, transferee, assignee, participant, servicer or investor.



4.10. Notices. All notices or other communications required or permitted to be given
pursuant hereto shall be given in the manner specified in the Deed of Trust directed to the parties
at their respective addresses as provided therein.



4.11. No Waiver: Time of Essence; Interpretation; Counting of Days. The failure of
any party hereto to enforce any right or remedy hereunder, or to promptly enforce any such right or
remedy, shall not constitute a waiver thereof nor give rise to any estoppel against such party nor
excuse any of the parties hereto from their respective obligations hereunder. Any waiver of such
right or remedy must be in writing and signed by the party to be bound. Whenever used, the singular
number shall include the plural, the plural the singular, and the words “Indemnified Parties” and
“Indemnitors” shall include their respective successors, assigns, heirs, executors and
administrators. The word “include(s)” means “include(s), without limitation”, and the word
“including” means “including, but not limited to”. This Agreement is subject to enforcement at law
or in equity, including actions for damages or specific performance. Time is of the essence of
each and every term and condition of this Agreement. The term “days” when used herein shall mean
calendar days. If any time period ends on a Saturday, Sunday or holiday officially recognized by
the state within which the Property is located, the period shall be deemed to end on the next
succeeding Business Day.



4.12. Headings. The headings of the sections and paragraphs of this Agreement are for
convenience of reference only and shall not be construed in interpreting the provisions hereof.



4.13. Attorneys’ Fees. The Indemnitors agree to pay all of the Indemnified Parties’
costs and expenses, including reasonable attorneys’ fees, which may be reasonably incurred in
enforcing or protecting the Indemnified Parties’ rights or interests. From the time(s) incurred
until paid in full to the Indemnified Parties, all such sums shall bear interest at the Default
Rate.



4.14. Successive Actions. A separate right of action hereunder shall arise each time
the Indemnified Parties acquires knowledge of any matter indemnified by the Indemnitors under this
Agreement. Separate and successive actions may be brought hereunder to enforce any of the
provisions hereof at any time and from time to time. No action hereunder shall preclude any
subsequent action, and the Indemnitors hereby waive and covenant not to assert any defense in the
nature of splitting of causes of action or merger of judgments.



4.15. Joint and Several Liability. If more than one person or entity is signing this
Agreement as the Indemnitors, their obligations under this Agreement will be joint and several. As
to any of the Indemnitors that is a partnership, the obligations of such Indemnitor under this
Agreement are the joint and several obligation of each general partner thereof. Any married person
signing this Agreement agrees that recourse may be had against community property assets and
against his or her separate property for the satisfaction of all obligations contained herein.



4.16. Reliance. The Indemnified Parties would not make the Loan to the Borrower
without this Agreement. Accordingly, the Indemnitors intentionally and unconditionally enter into
the covenants and agreements herein and understand that, in reliance upon and in consideration of
such covenants and agreements, the Loan shall be made and, as part and parcel thereof, specific
monetary and other obligations have been, are being and shall be entered into which would not be
made or entered into but for such reliance.



4.17. Counterparts. This Agreement may be executed in any number of counterparts, all
of which shall be taken to be one and the same instrument, for the same effect as if all parties
hereto had signed the same signature page. Receipt of an executed signature page to this Agreement
by facsimile or other electronic transmission shall constitute effective delivery thereof.



4.18. WAIVER OF JURY TRIAL. INDEMNITORS AND LENDER HEREBY WAIVE ANY RIGHT TO TRIAL BY
JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
PARTIES HERETO OR EITHER OF THEM IN RESPECT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS, OR THE
TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. INDEMNITORS AND LENDER EACH HEREBY CONSENT THAT
ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY
AND THAT EITHER MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY
JURY.



4.19. VENUE AND JURISDICTION. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE,
INDEMNITORS AND LENDER HEREBY AGREE TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT 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 AGREES THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN
INDEMNITORS AND LENDER OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT 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 ANY INDEMNITOR OR ITS PROPERTY IN ANY
COURTS OF ANY OTHER JURISDICTION LENDER DEEMS NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE
PROPERTY, OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) EACH OF THE PARTIES HERETO
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.



(Signatures on Following Pages)






1






IN WITNESS WHEREOF, the Indemnitors have jointly and severally executed this Environmental
Indemnity Agreement as of the day and year first above written.




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



IN WITNESS WHEREOF, the Indemnitors have jointly and severally executed this Environmental
Indemnity Agreement as of the day and year first above written.



GUARANTOR:




GRUBB & ELLIS HEALTHCARE REIT, INC., a Maryland
corporation




By: /s/ Andrea R. Biller

Print Name: Andrea R. Biller

Title: Executive Vice President




See attached






4







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



5



IN WITNESS WHEREOF, the Indemnitors have jointly and severally executed this Environmental
Indemnity Agreement as of the day and year first above written.



GUARANTOR:




DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited
partnership




By: Duke Realty Corporation, an Indiana corporation,
its general partner




By: /s/ Jason F. Sturman

Print Name: Jason F. Sturman

Title: VP Fund Management




	 	 	 	 	 
	STATE OF Indiana)

	 	)  SS.
	COUNTY OF Hamilton
	 	 	)	 






I, Kristine L. Todd a Notary Public in and for said County, in the State aforesaid, do hereby
certify that Jason F. Sturman, the VP Fund Management of Duke Realty Corporation, an Indiana
corporation, the general partner of Duke Realty Limited Partnership, an Indiana limited
partnership, who is personally known to me to be the same person whose name is subscribed to the
foregoing instrument as such VP Fund Management, appeared before me this day in person and
acknowledged that he/she signed and delivered the said instrument as his/her own free and voluntary
act and as the free and voluntary act of said corporation and limited partnership, for the uses and
purposes therein set forth.



GIVEN under my hand and notarial seal, this 14 day of December, 2007.




/s/ Kristine L. Todd




	 	 	NOTARY PUBLIC






(SEAL)




[Kristine L. Todd, Notary Public



State of Indiana



My Commission Expires: March 19, 2009




6