EX-10.5






PROMISSORY NOTE




	 	 	 	 	 
	 
	 	No.  ____________________
	$5,800,000.00
	 	Date:  March ____, 2008
	Chicago, Illinois
	 	Maturity Date:  March ___, 2011






1. AGREEMENT TO PAY. For value received, G&E HEALTHCARE REIT FORT ROAD MEDICAL, LLC,
a Delaware limited liability company (“Borrower”) hereby promises to pay to the order of
LASALLE BANK NATIONAL ASSOCIATION, a national banking association, its successors and assigns (the
“Lender”), the principal sum of Five Million Eight Hundred Thousand and 00/100 DOLLARS
($5,800,000.00) or so much as from time to time has been advanced (the “Loan”) on or before
March      , 2011, subject to extension to March      , 2012 and thereafter to March      , 2013 on the
terms provided herein (the “Maturity Date”), at the place and in the manner hereinafter
provided, together with interest thereon at the rate or rates described below, and any and all
other amounts which may be due and payable hereunder or under any of the Loan Documents (as
hereinafter defined) from time to time.



2. INTEREST RATE.



2.1 Interest Prior to Default.




(a) Interest shall accrue on the principal balance of this Note outstanding from the
date hereof through the Maturity Date at the Borrower’s option from time to time of (i) a
floating per annum rate of interest (the “Floating Rate”) equal to the Prime Rate
(as hereinafter defined), or (ii) a per annum rate of interest (the “LIBOR Rate”)
equal to LIBOR (as hereinafter defined) for the relevant Interest Period (as hereinafter
defined), plus one and sixty-five one hundredths percent (1.65%) (the
“Applicable Margin”), such LIBOR Rate to remain fixed for such Interest Period.
Changes in the Floating Rate to be charged hereunder based on the Prime Rate shall take
effect immediately upon the occurrence of any change in the Prime Rate. Any portion of the
principal amount of this Note bearing interest at the Floating Rate is referred to herein as
a “Prime Loan”. Any portion of the principal amount of this Note bearing interest
at the LIBOR Rate is referred to herein as a “LIBOR Loan”.




(b) A request by the Borrower for a Prime Loan must be received by the Lender in
writing no later than 2:00 p.m. Chicago, Illinois time, on 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 Chicago, Illinois (a “Business Day”).
As used herein, “Prime Rate” shall mean the floating per annum rate of
interest most recently announced by the Lender at Chicago, Illinois as its prime or base
rate. A certificate made by an officer of the Lender stating the Prime Rate in effect on
any given day, for the purposes hereof, shall be conclusive evidence of the Prime Rate in
effect on such day. The Prime Rate is a base reference rate of interest adopted by the
Lender as a general benchmark from which the Lender determines the floating interest rates
chargeable on various loans to borrowers with varying degrees of creditworthiness and the
Borrower acknowledges and agrees that the Lender has made no representations whatsoever that
the Prime Rate is the interest rate actually offered by the Lender to borrowers of any
particular creditworthiness.




(c) LIBOR Rate. The designation of a LIBOR Loan by the Borrower is subject to
the following requirements:




(i) A request for a LIBOR Loan (a “LIBOR Loan Request”) must be
received by the Lender no later than 2:00 p.m. Chicago, Illinois time two Business
Days prior to the first day of the Interest Period on which such LIBOR Loan shall be
advanced, shall be irrevocable, and shall state the initial Interest Period and
amount of such LIBOR Loan. Each LIBOR Loan will be in an amount not less than Five
Hundred Thousand and 00/100 Dollars ($500,000.00) or a higher integral multiple of
One Hundred Thousand and 00/100 Dollars ($100,000.00). No more than five (5)
separate LIBOR Loans may be outstanding at any time. A request for a LIBOR Loan
received by the Lender after 2:00 p.m. Chicago, Illinois on any Business Day time
will be processed and funded by the Lender on the third Business Day thereafter.




(ii) If pursuant to the LIBOR Loan Request, the initial Interest Period of any
LIBOR Loan commences on any day other than the first Business Day of any month, then
the initial Interest Period of such LIBOR Loan shall end on the first day of the
following calendar month, notwithstanding the Interest Period specified in the LIBOR
Loan Request, and the LIBOR Rate for such LIBOR Loan shall be equal to LIBOR for an
interest period equal to the length of such partial month, plus the
Applicable Margin. Thereafter, each LIBOR Loan shall automatically renew (a
“LIBOR Rollover”) for the Interest Period specified in the LIBOR Loan
Request at the then current LIBOR Rate plus the Applicable Margin unless the
Borrower, in a subsequent LIBOR Loan Request received by the Lender no later than
2:00 p.m. Chicago, Illinois time on the second (2nd) Business Day before the
expiration of the existing Interest Period, shall elect a different Interest Period
or the conversion of all or a portion of the LIBOR Loan to a Prime Loan. The
Borrower may not elect a LIBOR Rate, and an Interest Period for a LIBOR Loan shall
not automatically renew, with respect to any principal amount which is scheduled to
be repaid before the last day of the applicable Interest Period, and any such
amounts shall bear interest at the Floating Rate, until repaid.




(iii) “LIBOR” shall mean a rate of interest equal to (A) the per annum
rate of interest at which United States dollar deposits in an amount comparable to
the amount of the relevant LIBOR Loan and for a period equal to the relevant
Interest Period are offered in the London Interbank Eurodollar market at 11:00 a.m.
(London time) two Business Days prior to the commencement of such Interest Period
(or three Business Days prior to the commencement of such Interest Period if banks
in London, England were not open and dealing in offshore United States dollars on
such second preceding Business Day), as displayed in the Bloomberg Financial Markets
system (or other authoritative source selected by the Lender in its sole
discretion), divided by (B) a number determined by subtracting from 1.00 the then
stated maximum reserve percentage for determining reserves to be maintained by
member banks of the Federal Reserve System for Eurocurrency funding or liabilities
as defined in Regulation D (or any successor category of liabilities under
Regulation D), such rate to remain fixed for such Interest Period, or as LIBOR is
otherwise determined by the Lender in its sole and absolute discretion. The
Lender’s determination of LIBOR shall be conclusive, absent manifest error.




(iv) “Interest Period” shall mean, with regard to any LIBOR Loan,
successive one, two or three month periods, as selected by the Borrower in its LIBOR
Loan Request; provided, however, that: (A) each Interest Period occurring after the
initial Interest Period of any LIBOR Loan shall commence on the day on which the
preceding Interest Period for such LIBOR Loan expires; (B) whenever the last day of
any Interest Period would otherwise occur on a day other than a Business Day, the
last day of such Interest Period shall be extended to occur on the next succeeding
Business Day; (C) whenever the first day of any Interest Period occurs on a date for
which there is no numerically corresponding date in the month in which such Interest
Period terminates, such Interest Period shall end on the last day of such month,
unless such day is not a Business Day, in which case the Interest Period shall
terminate on the first Business Day of the following month, provided, however, that
so long as the LIBOR Rollover remains in effect, all subsequent Interest Periods
shall terminate on the date of the month numerically corresponding to the date on
which the initial Interest Period commenced; and (D) the final Interest Period for
any LIBOR Loan must be such that its expiration occurs on or before the Maturity
Date. If at any time an Interest Period expires less than one month before the
Maturity Date, such LIBOR Loan shall automatically convert to a Prime Loan on the
last day of the then existing Interest Period, without further demand, presentment,
protest or notice of any kind, all of which are hereby waived by the Borrower.




(v) Notwithstanding anything to the contrary contained herein, the principal
balance of any LIBOR Loan may not be prepaid in whole or in part at any time. If,
for any reason, a LIBOR Loan is paid prior to the last Business Day of any Interest
Period, whether voluntary, involuntary, by reason of acceleration or otherwise, each
such prepayment of a LIBOR Loan will be accompanied by the amount of accrued
interest on the amount prepaid and any and all costs, expenses, penalties and
charges incurred by the Lender as a result of the early termination or breakage of a
LIBOR Loan, plus the amount, if any, by which (A) the additional interest
which would have been payable during the Interest Period on the LIBOR Loan prepaid
had it not been prepaid, exceeds (B) the interest which would have been recoverable
by the Lender by placing the amount prepaid on deposit in the domestic certificate
of deposit market, the eurodollar deposit market, or other appropriate money market
selected by the Lender, for a period starting on the date on which it was prepaid
and ending on the last day of the Interest Period for such LIBOR Loan (collectively,
the “Make Whole Costs”). The amount of any such loss or expense payable by
the Borrower to the Lender under this section shall be determined in the Lender’s
sole discretion based upon the assumption that the Lender funded its loan commitment
for LIBOR Loans in the London Interbank Eurodollar market and using any reasonable
attribution or averaging methods which the Lender deems appropriate and practical,
provided, however, that the Lender is not obligated to accept a deposit in the
London Interbank Eurodollar market in order to charge interest on a LIBOR Loan at
the LIBOR Rate.




(vi) If the Lender determines in good faith (which determination shall be
conclusive, absent manifest error) prior to the commencement of any Interest Period
that (A) the making or maintenance of any LIBOR Loan would violate any applicable
law, rule, regulation or directive, whether or not having the force of law, (B)
United States dollar deposits in the principal amount, and for periods equal to the
Interest Period, of any LIBOR Loan are not available in the London Interbank
Eurodollar market in the ordinary course of business, (C) by reason of circumstances
affecting the London Interbank Eurodollar market, adequate and fair means do not
exist for ascertaining the LIBOR Rate to be applicable to the relevant LIBOR Loan,
(D) the LIBOR Rate does not accurately reflect the cost to the Lender of a LIBOR
Loan, or (E) an Event of Default (as hereinafter defined) has occurred and is
continuing or any event or circumstance exists which, with the giving of notice or
passage of time, would constitute an Event of Default, the Lender shall promptly
notify the Borrower thereof and, so long as any of the foregoing conditions
continue, the Lender will have no obligation to accept an election by the Borrower
for a LIBOR Loan, and each existing LIBOR Loan, at the Borrower’s option, shall be
(1) converted to a Prime Loan on the last Business Day of the then existing Interest
Period, or (2) due and payable on the last Business Day of the then existing
Interest Period, without further demand, presentment, protest or notice of any kind,
all of which are hereby waived by the Borrower.




(vii) If, after the date hereof, a Regulatory Change (as hereinafter defined)
shall, in the reasonable determination of the Lender, make it unlawful for the
Lender to make or maintain any LIBOR Loans, the Lender will have no obligation to
accept an election by the Borrower for a LIBOR Loan. In addition, at the Borrower’s
option, each existing LIBOR Loan shall be immediately (A) converted to a Prime Loan
on the last Business Day of the then existing Interest Period or on such earlier
date as required by law, or (B) due and payable on the last Business Day of the then
existing Interest Period or on such earlier date as required by law, all without
further demand, presentment, protest or notice of any kind, all of which are hereby
waived by the Borrower. As used herein, “Regulatory Change” shall mean the
introduction of, or any change in any applicable law, treaty, rule, regulation or
guideline or in the interpretation or administration thereof by any governmental
authority or any central bank or other fiscal, monetary or other authority having
jurisdiction over the Lender or its lending office.




(viii) If any Regulatory Change (whether or not having the force of law) shall
(a) impose, modify or deem applicable any assessment, reserve, special deposit or
similar requirement against assets held by, or deposits in or for the account of, or
loans by, or any other acquisition of funds or disbursements by, the Lender; (b)
subject the Lender or any LIBOR Loan to any tax, duty, charge, stamp tax or fee, or
change the basis of taxation of payments to the Lender of principal or interest due
from the Borrower hereunder (other than a change in the taxation of the overall net
income of the Lender); or (c) impose on the Lender any other condition regarding any
LIBOR Loan or the Lender’s funding thereof, and the Lender shall determine (which
determination shall be conclusive, absent manifest error) that the result of the
foregoing is to actually increase the cost to the Lender of making or maintaining
any LIBOR Loans or to reduce the amount of principal or interest received by the
Lender hereunder on any LIBOR Loan, then the Borrower shall pay to the Lender, on
demand, such additional amounts as the Lender shall from time to time determine are
sufficient to compensate and indemnify the Lender for such increased costs or
reduced amounts (the “LIBOR Indemnification Costs”).



2.2 Interest After Default. From and after the Maturity Date or upon the occurrence
and during the continuance of an Event of Default, interest shall accrue on the unpaid principal
balance during any such period at an annual rate (the “Default Rate”) equal to four percent
(4.00%) plus the Floating Rate; provided, however, in no event shall the Default Rate
exceed the maximum rate permitted by law. The interest accruing under this section shall be
immediately due and payable by the Borrower to the holder of this Note upon demand and shall be
additional indebtedness evidenced by this Note.



2.3 Interest Calculation. Interest on this Note shall be calculated on the basis of a
360 day year and the actual number of days elapsed in any portion of a month in which interest is
due. If any payment to be made by the Borrower hereunder shall become due on a day other than a
Business Day, such payment shall be made on the next succeeding Business Day and such extension of
time shall be included in computing any interest in respect of such payment.



3. PAYMENT TERMS.



3.1 Principal and Interest. Payments of principal and interest due under this Note,
if not sooner declared to be due in accordance with the provisions hereof, shall be made as
follows:




(a) Commencing on April 1, 2008, and continuing on the first day of each month
thereafter through and including the month in which the Maturity Date occurs, all accrued
and unpaid interest on the principal balance of this Note outstanding from time to time
shall be due and payable. Interest accrued on any LIBOR Loan as of the date of termination,
breakage or other disposition shall be due and payable in full on the date of such
termination, breakage or disposition.




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



3.2 Extension of Maturity Date. Provided no Event of Default or event that with the
passage of time, giving of notice or both would become an Event of Default exists either on the
date of Borrower’s notification or on the applicable Maturity Date, Borrower shall have the right
to extend the Maturity Date to March      , 2012 and thereafter to March      , 2013 on the following
terms and conditions:




(a) Borrower shall deliver written notice of exercise of each extension (an
“Extension Notice”) not less than forty-five (45) days prior to the applicable
Maturity Date;




(b) Borrower shall pay an extension fee in the amount of one-eighth percent (.125%) of
the outstanding principal balance of the Loan together with each Extension Notice;




(c) As of the date of each Extension Notice and the applicable Maturity Date, the
Premises shall have an Imputed Debt Service Coverage Ratio (as defined in the Mortgage) of
not less than 1.25 to 1.0;




(d) No prior Event of Default ever has occurred;




(e) As of the date of each Extension Notice the ratio of the then “as is” appraised
value of the Premises to the Loan amount of $5,800,000 shall not exceed sixty-five percent
(65%). Prior to each Extension Notice Lender may obtain, at Borrower’s sole cost and
expense, an updated appraisal to determine such “as is” appraised value.



3.3 Application of Payments. Prior to the occurrence of an Event of Default, all
payments and prepayments on account of the indebtedness evidenced by this Note shall be applied as
follows: (a) first, to fees, expenses, costs and other similar amounts then due and payable to the
Lender, including, without limitation, Make Whole Costs, if any, exit fee, if any, or late charges,
if any, due hereunder, (b) second, to accrued and unpaid interest on the principal balance of this
Note, (c) third, to the payment of principal due in the month in which the payment or prepayment is
made, (d) fourth, to any escrows, impounds or other amounts which may then be due and payable under
the Loan Documents, (e) fifth, to any other amounts then due the Lender hereunder or under any of
the Loan Documents, and (f) last, to the unpaid principal balance of this Note. After an Event of
Default has occurred and is continuing, payments may be applied by the Lender to amounts owed
hereunder and under the Loan Documents in such order as the Lender shall determine, in its sole
discretion.



3.4 Method of Payments. All payments of principal and interest hereunder shall be
paid by automatic debit, wire transfer, check or in coin or currency which, at the time or times of
payment, is the legal tender for public and private debts in the United States of America and shall
be made at such place as the Lender or the legal holder or holders of this Note may from time to
time appoint in the payment invoice or otherwise in writing, and in the absence of such
appointment, then at the offices of the Lender at 135 South La Salle Street, Suite 1225, Chicago,
Illinois 60603. Payment made by check shall be deemed paid on the date the Lender receives such
check; provided, however, that if such check is subsequently returned to the Lender unpaid due to
insufficient funds or otherwise, the payment shall not be deemed to have been made and shall
continue to bear interest until collected. Notwithstanding the foregoing, the final payment due
under this Note must be made by wire transfer or other immediately available funds.



3.5 Late Charge. If any payment of interest or, except a balloon payment at maturity,
principal due hereunder is not made within five days after such payment is due in accordance with
the terms hereof, then, in addition to the payment of the amount so due, the Borrower shall pay to
the Lender a “late charge” of four cents for each whole dollar so overdue to defray part of
the cost of collection and handling such late payment. The Borrower agrees that the damages to be
sustained by the holder hereof for the detriment caused by any late payment are extremely difficult
and impractical to ascertain, and that the amount of four cents for each one dollar due is a
reasonable estimate of such damages, does not constitute interest, and is not a penalty.



3.6 Principal Prepayments. The portion of this Note bearing interest at the Floating
Rate may be prepaid, either in whole or in part, without penalty or premium, at any time and from
time to time upon fourteen (14) days prior notice to the Lender. The portion of this Note bearing
interest at the LIBOR Rate may be prepaid without penalty or premium or Make Whole Costs only on
the last day of an Interest Period; provided, however, that the Borrower may prepay a LIBOR Loan
prior to such day so long as such prepayment is accompanied by a simultaneous payment of the Make
Whole Costs described in Section 2.1(c)(v) above, plus accrued interest on the LIBOR Loan being
prepaid through the date of prepayment.



3.7 Loan Fees. In consideration of the Lender’s agreement to make the Loan, the
Borrower shall pay to the Lender a non-refundable fee in the amount of Twenty Nine Thousand and
00/100 Dollars ($29,000.00), which shall be due and payable in full as a condition precedent to the
disbursement of proceeds under this Note.



4. SECURITY. This Note is secured by that certain: (a) Mortgage, Assignment of
Leases and Rents, Security Agreement and Fixture Filing dated as of even date herewith, executed by
the Borrower to and for the benefit of the Lender (the “Mortgage”), creating a first
mortgage lien on certain real property (the “Premises”) legally described in Exhibit
“A” attached to the Mortgage; (b) Assignment of Rents and Leases dated as of even date herewith
executed by the Borrower to and for the benefit of the Lender (the “Assignment of Rents”);
and (c) Environmental Indemnity Agreement dated of even date herewith, jointly and severally
executed by the Borrower and the Guarantor (as hereinafter defined) to and for the benefit of the
Lender (the “Indemnity Agreement”). Concurrently herewith Grubb & Ellis Healthcare REIT,
Inc., a Maryland corporation (the “Guarantor”) has executed that certain Guaranty of
Payment dated as of even date herewith to and for the benefit of the Lender (the
“Guaranty”). The Mortgage, the Assignment of Rents, the Guaranty, the Indemnity Agreement
and any and all other document now or hereafter given to evidence or secure payment of this Note or
delivered to induce the Lender to disburse the proceeds of the Loan, as such documents may
hereafter be amended, restated or replaced from time to time, are hereinafter collectively referred
to as the “Loan Documents”). Reference is hereby made to the Loan Documents (which are
incorporated herein by reference as fully and with the same effect as if set forth herein at
length) for a statement of the covenants and agreements contained therein, a statement of the
rights, remedies, and security afforded thereby, and all matters therein contained.



5. EVENTS OF DEFAULT. The occurrence of any one or more of the following events shall
constitute an “Event of Default” under this Note:




(a) the failure by the Borrower to pay (i) any installment of principal which is not
paid when due or any interest payable pursuant to this Note which is not paid within five
(5) days of the date when due, or (ii) any other amount payable to the Lender under this
Note, the Mortgage or any of the other Loan Documents within five (5) business days after
written notice to Borrower that such payment is due in accordance with the terms hereof or
thereof; or




(b) the occurrence of any “Event of Default” under the Mortgage or any of the other
Loan Documents.



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



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



8. GENERAL AGREEMENTS.



8.1 Business Purpose Loan. The Loan is a business loan which comes within the purview
of Minn. Stat. Sections 47.20, Subd. 1, 47.21. The Borrower agrees that the Loan evidenced by this
Note is an exempted transaction under the Truth In Lending Act, 15 U.S.C., §1601, et seq.



8.2 Time. Time is of the essence hereof.



8.3 Governing Law. This Note is governed and controlled as to validity, enforcement,
interpretation, construction, effect and in all other respects by the statutes, laws and decisions
of the State of Minnesota, without regard to its conflict of laws provisions.



8.4 Amendments. This Note may not be changed or amended orally but only by an
instrument in writing signed by the party against whom enforcement of the change or amendment is
sought.



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



8.6 Disbursement. This Note has been made and delivered at St. Paul, Minnesota and
all funds disbursed to or for the benefit of the Borrower will be disbursed in St. Paul, Minnesota.



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



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



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



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



9. NOTICES. All notices required under this Note will be in writing and will be
transmitted in the manner and to the addresses required by the Mortgage, or to such other addresses
as the Lender and the Borrower may specify from time to time in writing.



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



11. WAIVER OF JURY TRIAL. THE BORROWER AND THE LENDER (BY ACCEPTANCE OF THIS NOTE),
HAVING BEEN REPRESENTED BY COUNSEL, EACH KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY
JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (A) UNDER THIS NOTE OR ANY RELATED
AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
FUTURE BE DELIVERED IN CONNECTION WITH THIS NOTE OR (B) ARISING FROM ANY BANKING RELATIONSHIP
EXISTING IN CONNECTION WITH THIS NOTE, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING WILL BE TRIED
BEFORE A COURT AND NOT BEFORE A JURY. THE BORROWER AGREES THAT IT WILL NOT ASSERT ANY CLAIM
AGAINST THE LENDER ON ANY THEORY OF LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR
PUNITIVE DAMAGES.



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



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



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



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



	 
	G&E HEALTHCARE REIT FORT ROAD MEDICAL, LLC, a Delaware limited liability company

By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Its: Authorized Signatory