EX-10.7






GUARANTY OF PAYMENT




This GUARANTY OF PAYMENT dated as of March      , 2008 (this “Guaranty”), is executed by
GRUBB & ELLIS HEALTHCARE REIT, INC., a Maryland corporation (“Guarantor”), to and for the
benefit of LASALLE BANK NATIONAL ASSOCIATION, a national banking association, (“Lender”),
its successors and assigns.



R E C I T A L S:




A. Lender has agreed to loan the principal amount of $5,800,000.00 (the “Loan”) to G&E
Healthcare REIT Fort Road Medical, LLC, a Delaware limited liability company (the
“Borrower”).



B. As a condition precedent to the Lender’s extension of the Loan to the Borrower and in
consideration therefor, the Lender has required the execution and delivery of (i) this Guaranty by
the Guarantor, (ii) that certain Promissory Note dated even date herewith, executed by the Borrower
and made payable to the order of the Lender (the “Note”), evidencing the Loan, (iii) that
certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of
even date herewith, executed by the Borrower for the benefit of the Lender (the “Mortgage”)
encumbering the real property, improvements and personalty described therein (the
“Premises”), and (iv) the other Loan Documents (as defined in the Note). All capitalized
terms not defined herein shall have the meaning ascribed to them in the Mortgage.



C. Guarantor has a direct or indirect ownership interest in Borrower and, having a financial
interest in the Premises, has agreed to execute and deliver this Guaranty to the Lender.



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
hereby are acknowledged, the Guarantor hereby agrees as follows:



A G R E E M E N T S:




1. Guaranty of Payment. The Guarantor hereby unconditionally, absolutely and
irrevocably guaranties to Lender the punctual payment and performance when due, whether at stated
maturity or by acceleration or otherwise, of the indebtedness and other obligations of the Borrower
to Lender evidenced by the Note and any other amounts that may become owing by the Borrower under
the Loan Documents (such indebtedness, obligations and other amounts are hereinafter referred to as
“Payment Obligations”), subject to the limitations set forth in Section 23 below. This
Guaranty is a present and continuing guaranty of payment and not of collectability, and Lender
shall not be required to prosecute collection, enforcement or other remedies against the Borrower
or any other guarantor of the Payment Obligations, or to enforce or resort to any collateral for
the repayment of the Payment Obligations or other rights or remedies pertaining thereto, before
calling on the Guarantor for payment. If for any reason the Borrower shall fail or be unable to
pay, punctually and fully, any of the Payment Obligations when due and payable, the Guarantor shall
pay such obligations to Lender, in full immediately upon demand, subject to the limitations set
forth in Section 23 below. One or more successive actions may be brought against the Guarantor, as
often as Lender deems advisable, until all of the Payment Obligations are paid and performed in
full, subject to the limitations set forth in Section 23 below. The Payment Obligations, together
with all other payment and performance obligations of the Guarantor hereunder, are referred to
herein as the “Obligations”.



2. Representations and Warranties. The following shall constitute representations and
warranties of the Guarantor, and the Guarantor hereby acknowledges that Lender intends to make the
Loan in reliance thereon:




(a) The Guarantor is not in default, and no event has occurred which, with the passage
of time and/or the giving of notice, would constitute a default, under any agreement to
which the Guarantor is a party, the effect of which will impair performance by the Guarantor
of its obligations under this Guaranty. Neither the execution and delivery of this Guaranty
nor compliance with the terms and provisions hereof will violate any applicable law, rule,
regulation, judgment, decree or order, or will conflict with or result in any breach of any
of the terms, covenants, conditions or provisions of any indenture, mortgage, deed of trust,
instrument, document, agreement or contract of any kind that creates, represents, evidences
or provides for any lien, charge or encumbrance upon any of the property or assets of the
Guarantor, or any other indenture, mortgage, deed of trust, instrument, document, agreement
or contract of any kind to which the Guarantor is a party or to which the Guarantor or the
property of the Guarantor may be subject.




(b) There are no litigation, arbitration, governmental or administrative proceedings,
actions, examinations, claims or demands pending against Guarantor, or to the knowledge of
the Guarantor, threatened against Guarantor that could reasonably be expected to adversely
affect performance by the Guarantor of its obligations under this Guaranty.




(c) Neither this Guaranty nor any statement or certification as to facts previously
furnished or required herein to be furnished to Lender by the Guarantor, contains any
material inaccuracy or untruth in any representation, covenant or warranty or omits to state
a fact material to this Guaranty.



3. Continuing Guaranty. The Guarantor agrees that performance of the Obligations by
the Guarantor shall be a primary obligation, shall not be subject to any counterclaim, set-off,
abatement, deferment or defense based upon any claim that the Guarantor may have against Lender,
the Borrower, any other guarantor of the Obligations or any other person or entity, and shall
remain in full force and effect without regard to, and shall not be released, discharged or
affected in any way by, any circumstance or condition (whether or not the Guarantor shall have any
knowledge thereof), including without limitation:




(a) any lack of validity or enforceability of any of the Loan Documents;




(b) any termination, amendment, modification or other change in any of the Loan
Documents, including, without limitation, any modification of the interest rate(s) described
therein;




(c) any furnishing, exchange, substitution or release of any collateral securing
repayment of the Loan, or any failure to perfect any lien in such collateral;




(d) any failure, omission or delay on the part of the Borrower, the Guarantor, any
other guarantor of the Obligations or the Lender to conform or comply with any term of any
of the Loan Documents or any failure of the Lender to give notice of any Event of Default
(as defined in the Mortgage);




(e) any waiver, compromise, release, settlement or extension of time of payment or
performance or observance of any of the obligations or agreements contained in any of the
Loan Documents;




(f) any action or inaction by the Lender under or in respect of any of the Loan
Documents, any failure, lack of diligence, omission or delay on the part of the Lender to
perfect, enforce, assert or exercise any lien, security interest, right, power or remedy
conferred on it in any of the Loan Documents, or any other action or inaction on the part of
Lender;




(g) any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement,
readjustment, assignment for the benefit of creditors, composition, receivership,
liquidation, marshalling of assets and liabilities or similar events or proceedings with
respect to the Borrower, the Guarantor or any other guarantor of the Obligations, as
applicable, or any of their respective property or creditors, or any action taken by any
trustee or receiver or by any court in any such proceeding;




(h) any merger or consolidation of the Borrower into or with any entity, or any sale,
lease or transfer of any of the assets of the Borrower, the Guarantor or any other guarantor
of the Obligations to any other person or entity;




(i) any change in the ownership of the Borrower or any change in the relationship
between the Borrower, the Guarantor or any other guarantor of the Obligations, or any
termination of any such relationship;




(j) any release or discharge by operation of law of the Borrower, the Guarantor or any
other guarantor of the Obligations from any obligation or agreement contained in any of the
Loan Documents; or




(k) other than satisfaction of the Obligations in full, any other occurrence,
circumstance, happening or event, whether similar or dissimilar to the foregoing and whether
foreseen or unforeseen, which otherwise might constitute a legal or equitable defense or
discharge of the liabilities of a guarantor or surety or which otherwise might limit
recourse against the Borrower or the Guarantor to the fullest extent permitted by law.



4. Waivers. To the extent permitted by law, the Guarantor expressly and
unconditionally waives (i) notice of any of the matters referred to in Section 3 above, (ii) all
notices which may be required by statute, rule of law or otherwise, now or hereafter in effect, to
preserve intact any rights against the Guarantor, including, without limitation, any demand,
presentment and protest, proof of notice of non-payment under any of the Loan Documents and notice
of any Event of Default or any failure on the part of the Borrower, the Guarantor or any other
guarantor of the Obligations to perform or comply with any covenant, agreement, term or condition
of any of the Loan Documents, (iii) any right to the enforcement, assertion or exercise against the
Borrower, the Guarantor or any other guarantor of the Obligations of any right or remedy conferred
under any of the Loan Documents, (iv) any requirement of diligence on the part of any person or
entity, (v) any requirement on the part of Lender to exhaust any remedies or to mitigate the
damages resulting from any default under any of the Loan Documents, and (vi) any notice of any
sale, transfer or other disposition of any right, title or interest of Lender under any of the Loan
Documents. Furthermore, Guarantor hereby acknowledges and agrees, subject to Section 23 below, it
shall remain liable for any deficiency which may be owing to Lender after a foreclosure sale of the
Premises and Guarantor expressly and unconditionally waives the provisions of Minn. Stat. Section
582.30, Subd. 2.



5. Subordination. The Guarantor agrees that any and all present and future debts and
obligations of the Borrower to the Guarantor are hereby subordinated to the claims of the Lender
and are hereby assigned by the Guarantor to Lender as security for the Obligations and the
obligations of the Guarantor under this Guaranty.



6. Subrogation Waiver. Until the Obligations are paid in full and all periods under
applicable bankruptcy law for the contest of any payment by the Guarantor or the Borrower as a
preferential or fraudulent payment have expired, the Guarantor agrees not to exercise any rights or
claims to indemnification, contribution, reimbursement, subrogation and payment which the Guarantor
may now or hereafter have by and from the Borrower and the successors and assigns of the Borrower,
for any payments made by the Guarantor to Lender, including, without limitation, any rights which
might allow the Borrower, the Borrower’s successors, a creditor of the Borrower, or a trustee in
bankruptcy of the Borrower to claim in bankruptcy or any other similar proceedings that any payment
made by the Borrower or the Borrower’s successors and assigns to Lender was on behalf of or for the
benefit of the Guarantor and that such payment is recoverable by the Borrower, a creditor or
trustee in bankruptcy of the Borrower as a preferential payment, fraudulent conveyance, payment of
an insider or any other classification of payment which may otherwise be recoverable from Lender.



7. Reinstatement. The obligations of the Guarantor pursuant to this Guaranty shall
continue to be effective or automatically be reinstated, as the case may be, if at any time payment
of any of the Obligations or the obligations of the Guarantor under this Guaranty is rescinded or
otherwise must be restored or returned by Lender upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Guarantor or the Borrower or otherwise, all as though such
payment had not been made.



8. Financial Statements. Guarantor represents and warrants to Lender that (a) the
financial statements of Guarantor previously submitted to Lender are true, complete and correct in
all material respects, disclose all actual and contingent liabilities to the extent required by
GAAP, and fairly present, in all material respects, the financial condition of Guarantor, and do
not contain any untrue statement of a material fact or omit to state a fact material to the
financial statements submitted or this Guaranty, and (b) no material adverse change has occurred in
the financial statements from the dates thereof until the date hereof. Guarantor covenants and
agrees to furnish to Lender or its authorized representatives information regarding the business
affairs, operations and financial condition of Guarantor, including, the financial statements and
other financial information described in the Loan Documents when required thereunder, as such
person may reasonably request from time to time.



9. Financial Covenant. At all times until the Loan has been repaid in full, Guarantor
shall comply with Section 16 of the Certificate of Representations and Warranties, executed by
Borrower and Guarantor as of the date hereof..



10. Transfers; Sales, Etc. The Guarantor shall not sell, lease, transfer, convey or
assign any of its assets, unless such sale, lease, transfer, conveyance or assignment will not have
a material adverse effect on the business or financial condition of the Guarantor or its ability to
perform its obligations hereunder. In addition, the Guarantor shall neither become a party to any
merger or consolidation, nor, except in the ordinary course of its business consistent with past
practices, acquire all or substantially all of the assets of, a controlling interest in the stock
of, or a partnership or joint venture interest in, any other entity.



11. Enforcement Costs. If: (a) this Guaranty, is placed in the hands of one or more
attorneys for collection or is collected through any legal proceeding; (b) one or more attorneys is
retained to represent Lender in any bankruptcy, reorganization, receivership or other proceedings
affecting creditors’ rights and involving a claim under this Guaranty, or (c) one or more attorneys
is retained to represent Lender in any other proceedings whatsoever in connection with this
Guaranty, then the Guarantor shall pay to Lender upon demand all fees, costs and expenses incurred
by Lender in connection therewith, including, without limitation, reasonable attorney’s fees, court
costs and filing fees, in addition to all other amounts due hereunder (“Enforcement
Costs”).



12. Successors and Assigns; Joint and Several Liability. This Guaranty shall inure to
the benefit of Lender and its successors and assigns. This Guaranty shall be binding on the
Guarantor and the successors and assigns of the Guarantor. It is agreed that the liability of the
Guarantor hereunder is several and independent of any other guarantees or other obligations at any
time in effect with respect to the Obligations or any part thereof and that the liability of the
Guarantor hereunder may be enforced regardless of the existence, validity, enforcement or
non-enforcement of any such other guarantees or other obligations. Guarantor and any party who may
join in this Guaranty agree and acknowledge that the liability of Guarantor and each additional
party hereunder is joint and several.



13. No Waiver of Rights. No delay or failure on the part of Lender to exercise any
right, power or privilege under this Guaranty or any of the other Loan Documents shall operate as a
waiver thereof, and no single or partial exercise of any right, power or privilege shall preclude
any other or further exercise thereof or the exercise of any other power or right, or be deemed to
establish a custom or course of dealing or performance between the parties hereto. The rights and
remedies herein provided are cumulative and not exclusive of any rights or remedies provided by
law. No notice to or demand on the Guarantor in any case shall entitle the Guarantor to any other
or further notice or demand in the same, similar or other circumstance.



14. Modification. The terms of this Guaranty may be waived, discharged, or terminated
only by an instrument in writing signed by the party against which enforcement of the change,
waiver, discharge or termination is sought. No amendment, modification, waiver or other change of
any of the terms of this Guaranty shall be effective without the prior written consent of Lender.



15. Joinder. Any action to enforce this Guaranty may be brought against the Guarantor
without any reimbursement or joinder of the Borrower or any other guarantor of the Obligations in
such action.



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



17. Applicable Law. This Guaranty is governed as to validity, interpretation, effect
and in all other respects by laws and decisions of the State of Minnesota.



18. Notices. All notices, communications and waivers under this Guaranty shall be in
writing and shall be (a) delivered in person, (b) mailed, postage prepaid, either by registered or
certified mail, return receipt requested, or (c) sent by overnight express carrier, addressed in
each case as follows:



	 	 	 	 	 
	To the Lender:
	 	LaSalle Bank National Association
	 
	 	135 South LaSalle Street
	 
	 	Suite 1225
	 
	 	Chicago, Illinois  60603
	 
	 	Attn:  Commercial Real Estate Division
	With a copy to:
	 	Schwartz Cooper Chartered
	 
	 	180 North LaSalle Street
	 
	 	Suite 2700
	 
	 	Chicago, Illinois  60601
	 
	 	Attn:  Michael S. Kurtzon, Esq.
	To the Guarantor:
	 	NNN Healthcare/Office REIT, Inc.
	 
	 	c/o Triple Net Properties, LLC
	 
	 	1551 North Tustin Avenue
	 
	 	Suite 200
	 
	 	Santa Ana, California  92705
	 
	 	Attn:  Andrea Biller, Esq.
	With a copy to:
	 	Cox Castle & Nicholson LLP
	 
	 	2049 Century Park East, 28th Floor
	 
	 	Los Angeles, California  90067
	 
	 	Attn:  Kevin Kinigstein, Esq.






or to any other address as to any of the parties hereto, as such party shall designate in a written
notice to the other parties hereto. All notices sent pursuant to the terms of this Section shall
be deemed received (i) if personally delivered, then on the date of delivery, (ii) if sent by
overnight, express carrier, then on the next federal banking day immediately following the day
sent, or (iii) if sent by registered or certified mail, then on the earlier of the third federal
banking day following the day sent or when actually received.



19. CONSENT TO JURISDICTION. TO INDUCE LENDER TO ACCEPT THIS GUARANTY, THE GUARANTOR
IRREVOCABLY AGREES THAT, SUBJECT TO LENDER’S SOLE AND ABSOLUTE ELECTION, ALL ACTIONS OR PROCEEDINGS
IN ANY WAY ARISING OUT OF OR RELATED TO THIS GUARANTY WILL BE LITIGATED IN COURTS HAVING SITUS IN
CHICAGO, ILLINOIS. THE GUARANTOR HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY COURT
LOCATED WITHIN COOK COUNTY, ILLINOIS, WAIVES PERSONAL SERVICE OF PROCESS AND AGREES THAT ALL SUCH
SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO THE GUARANTOR AT THE ADDRESS STATED
HEREIN AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT.



20. WAIVER OF DEFENSES. OTHER THAN CLAIMS BASED UPON THE FAILURE OF LENDER TO ACT IN
A COMMERCIALLY REASONABLE MANNER OR THE EXPIRATION OF THE STATUTE OF LIMITATIONS, THE GUARANTOR
WAIVES EVERY PRESENT AND FUTURE DEFENSE (OTHER THAN THE DEFENSE OF PAYMENT IN FULL), CAUSE OF
ACTION, COUNTERCLAIM OR SETOFF WHICH THE GUARANTOR OR THE BORROWER MAY NOW HAVE OR HEREAFTER MAY
HAVE TO ANY ACTION BY LENDER IN ENFORCING THIS GUARANTY OR ANY OF THE LOAN DOCUMENTS. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR LENDER GRANTING ANY FINANCIAL ACCOMMODATION TO THE BORROWER.



21. WAIVER OF JURY TRIAL. THE GUARANTOR AND LENDER (BY ACCEPTANCE HEREOF), HAVING
BEEN REPRESENTED BY COUNSEL, EACH KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN
ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS GUARANTY OR UNDER ANY
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH AND AGREES THAT ANY SUCH ACTION OR PROCEEDING WILL BE TRIED BEFORE A COURT AND
NOT BEFORE A JURY. THE GUARANTOR AGREES THAT THE GUARANTOR WILL NOT ASSERT ANY CLAIM AGAINST
LENDER, AND LENDER AGREES THAT IT WILL NOT ASSERT ANY CLAIM AGAINST GUARANTOR IN EACH CASE, ON ANY
THEORY OF LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.



22. Facsimile Signatures. Receipt of an executed signature page to this Guaranty by
facsimile or other electronic transmission shall constitute effective delivery thereof.



23. Limitation of Liability. Notwithstanding anything to the contrary contained
herein, the Payment Obligations of the Guarantor under this Guaranty shall be limited to the
payment of (i) the sum of Two Million Nine Hundred Thousand and 00/100 Dollars ($2,900,000.00),
plus (ii) interest on the foregoing amount from and after the date of written demand from
the Lender to the Guarantor for payment, at a per annum rate of interest equal to the Default Rate
(as defined in the Note), plus (iii) all Enforcement Costs; provided, however, that at all
times prior to the payment in full of the Obligations, the Guarantor shall have:




(a) unlimited liability with respect to the guaranty of the payment and performance of
the Obligations if (i) there is fraud by the Borrower or the Guarantor with respect to the
Loan, (ii) a Prohibited Transfer (as defined in the Mortgage) occurs, (iii) the Borrower
contests, delays or otherwise hinders any action taken by the Lender in connection with the
appointment of a receiver for the Premises or the foreclosure of the liens, mortgages or
other security interests created by any of the Loan Documents, or (iv) the Borrower
voluntarily files for bankruptcy or is involuntarily placed into bankruptcy by an affiliate,
accountant, attorney, or other representative of the Borrower and such involuntary
bankruptcy is not dismissed within sixty (60) days after the filing thereof; and




(b) personal liability for the payment of the Additional Liabilities (as hereinafter
defined) without regard to the limitation of liability set forth above, which amount shall
be due and payable to the Lender on demand and shall be limited to any actual loss incurred
by Lender. As used herein, the “Additional Liabilities” of the Guarantor shall mean
an amount equal to the sum of the following:




(i) all damages, expenses or costs suffered or incurred by the Lender as a
result of any knowingly false material misrepresentation in any of the Loan
Documents;




(ii) all damages, expenses or costs suffered or incurred by the Lender as a
result of physical waste with respect to any portion of the Premises;




(iii) all damages, expenses or costs suffered or incurred by the Lender as a
result of the removal or disposal of any property in which the Lender has a security
interest in violation of the terms and conditions of the Loan Documents;




(iv) all damages, expenses or costs suffered or incurred by the Lender as a
result of claims for compensation asserted by any real estate broker not employed by
the Lender or as a result of any such broker’s liens on the Premises or mechanic’s
or materialmen’s liens not expressly permitted or contested under the Mortgage;




(v) all damages, expenses or costs suffered or incurred by the Lender as a
result of the application of any insurance proceeds or condemnation awards (to the
full extent of such proceeds or awards) not permitted by the Mortgage or the failure
of the Borrower to maintain the insurance coverages required by the Mortgage where
the Borrower has funds available to pay for such coverages;




(vi) all revenues received by or on behalf of the Borrower from the operation
or ownership of the Premises after the Lender has notified the Borrower of an Event
of Default under any of the provisions of the Loan Documents, less only that portion
of such revenues which is (A) actually used by the Borrower to operate the Premises
in the ordinary course of business and such use is approved in writing by the Lender
or (B) paid to the Lender;




(vii) all security deposits provided for in any leases for any part of the
Premises (together with interest thereon to the extent that interest is payable
under such leases) which are not used in the ordinary course of business to cure
defaults by tenants depositing the same, returned to tenants in accordance with the
terms of their leases or paid over to Lender and all lease termination fees payable
for terminating any such leases which are not paid jointly to Borrower and Lender;
and




(viii) all damages, expenses or costs suffered or incurred by the Lender as a
result of the nonpayment of real estate taxes; and




(ix) all damages, expenses or costs suffered or incurred by the Lender as a
result of the misappropriation of rental payments paid more than one month in
advance.



Under no circumstances shall the liability of the Guarantor hereunder be reduced by, from or as a
result of any payment to or amount realized by the Lender from any rents, deposits, insurance
proceeds, condemnation awards, proceeds from bankruptcy sale, foreclosure or any conveyance in lieu
of foreclosure or from any other profits, avails, revenues or proceeds derived from the Premises,
and only payments made to the Lender by the Guarantor out of its personal funds not derived from
the Premises after demand therefor by the Lender shall be applied against such liability.
Furthermore, the foregoing limitation on liability shall not limit the liability of the Guarantor
that may arise out of the obligations set forth in that certain Environmental Indemnity Agreement
dated as of even date herewith, jointly and severally executed by the Guarantor and the Borrower to
and for the benefit of the Lender (the “Environmental Indemnity”), the intent being that
the Guarantor shall have unlimited liability with respect to such other covenants, representations,
warranties and other provisions, and under the Environmental Indemnity.



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IN WITNESS WHEREOF, the Guarantor has executed this Guaranty of Payment as of the date
first above written.



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

By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Title: Chief Financial Officer








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