EX-10.1






Assignment and Assumption




This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective
Date set forth below and is entered into by and between the Assignor identified in item 1 below
(the “Assignor”) and the Assignee identified in item 2 below (the “Assignee”). Capitalized terms
used but not defined herein shall have the meanings given to them in the Credi Agreement identified
below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by
the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby
agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as
if set forth herein in full.



For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and
obligations in its capacity as a Lender under the Credit Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the amount and percentage interest
identified below of all of such outstanding rights and obligations of the Assignor under the
respective facilities identified below (including without limitation any letters of credit,
guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under
or in connection with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or related to any of the
foregoing, including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the
Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein
collectively as the “Assigned Interest”). Each such sale and assignment is without recourse to the
Assignor and, except as expressly provided in this Assignment and Assumption, without
representation or warranty by the Assignor.



	 	 	 	 	 	 	 
	 	1.	 	 	Assignor:KeyBank National Association
	 	2.	 	 	Assignee:RBS Citizens, N.A. dba Charter One
	3.

4.

5.
	 	Borrower:

Agent:

Credit Agreement:
	 	Grubb & Ellis Healthcare REIT II Holdings, LP

KeyBank National Association, as the Agent under the Credit Agreement

The Credit Agreement dated as of June 30, 2011 among the Borrower, the Lenders parties thereto, and

KeyBank National Association, as Agent and as Lender








	6.	 	Assigned Interest:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Aggregate Amount of	 	 	 	 	 	 
	 	 	 	 	 	 	Commitment/	 	Amount of	 	 	 	 
	 	 	 	 	 	 	Loans for all	 	Commitment/	 	Percentage Assigned	 	 
	Assignor	 	Assignee	 	Facility Assigned	 	Lenders	 	Loans Assigned	 	of Commitment/Loans	 	CUSIP Number
	KeyBank National

Association

	 	RBS Citizens, N.A.

dba Charter One
	 	Revolving Credit

Commitment
	 	$71,500,000



	 	$35,750,000



	 	50%



	 	N/A



	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 






Effective Date: October 6, 2011



The terms set forth in this Assignment and Assumption are hereby agreed to:



ASSIGNEE



RBS Citizens, N.A. dba Charter One



By: /s/ Michelle L. Lyles

Name: Michelle L. Lyles

Title: Assistant Vice President





ASSIGNOR



KeyBank National Association



By: /s/ Bellini Lacey

Name: Bellini Lacey

Title: Vice President





Accepted:




	 	 	KeyBank National Association, as






Agent



By: /s/ Bellini Lacey

Title: Vice President




1



ANNEX 1




Credit Agreement Dated as of June 30, 2011

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION




1. Representations and Warranties.



1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.



1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.13 of the
Credit Agreement (subject to such consents, if any, as may be required under Section 10.13 of the
Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of
the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have
the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to
acquire assets of the type represented by the Assigned Interest and either it, or the person
exercising discretion in making its decision to acquire the Assigned Interest, is experienced in
acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received
or has been accorded the opportunity to receive copies of the most recent financial statements
delivered pursuant to Sections 5.1 and 5..2 thereof, as applicable, and such other documents and
information as it deems appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest, (vi) it has, independently and
without reliance upon the Agent or any other Lender and based on such documents and information as
it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment
and Assumption and to purchase the Assigned Interest, and (vii) if it is a Non-U.S. citizen,
attached to the Assignment and Assumption is any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b)
agrees that (i) it will, independently and without reliance on the Agent, the Assignor or any other
Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Loan Documents,
and (ii) it will perform in accordance with their terms all of the obligations which by the terms
of the Loan Documents are required to be performed by it as a Lender.



2. Payments. From and after the Effective Date, the Agent shall make all payments in
respect of the Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to
the Assignee for amounts which have accrued from and after the Effective Date.



3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and assigns. This Assignment
and Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this
Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in
accordance with, the law of the State of New York.




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