EX-10.1






PERFORMANCE OF LOAN OBLIGATIONS AND INDEMNITY AGREEMENT




THIS PERFORMANCE OF LOAN OBLIGATIONS AND INDEMNITY AGREEMENT (this “Agreement”) is
made and entered into as of the 31st day of March, 2010 (the “Effective Date”),
by and among G&E HEALTHCARE REIT II SARTELL MOB, LLC, a Delaware limited liability company
(“Buyer”); STINGRAY PROPERTIES, LLC, a Minnesota limited liability company
(“Seller”); SYLVAN HOLDINGS, LLC, a Minnesota limited liability company and CRYSTAL BLUE
PROPERTIES, LLC, a Minnesota limited liability company (collectively, “Existing Entity
Guarantors”); RONALD BERG, GARY VERKINNES, JEFFREY GERDES, and SAMIR ELGHOR, each an individual
(collectively, “Existing Individual Guarantors” and together with Existing Entity
Guarantors, “Existing Guarantors”); and GRUBB & ELLIS HEALTHCARE REIT II, INC., a Maryland
corporation (“Buyer Parent”).



Recitals




A. Seller is the owner of certain real property located in Sartell, Minnesota commonly
referred to as the “Center for Neurosurgery and Spine”, which is more particularly described on
Exhibit “A” attached hereto and incorporated by reference (the “Property”).



B. The Property secures (i) a loan (the “Loan”) in the original principal amount of
$4,000,000.00 to Seller from Wells Fargo Bank, National Association, and any of its assigns or
successors in interest (“Lender”) and (ii) certain obligations of the Seller under the Swap
Agreement (as defined on Exhibit B) (collectively, the “Swap Obligations”). The Loan and the Swap
Obligations are evidenced and secured by the documents listed on Exhibit “B” attached
hereto and incorporated herein by reference for all purposes (collectively, the “Existing Loan
Documents”). Pursuant to certain provisions of the Existing Loan Documents, the Existing
Guarantors guaranty certain obligations of the Seller.



C. Pursuant to that certain Real Estate Purchase Agreement and Escrow Instructions dated
January 7, 2010 (as the same may be amended, the “Sales Agreement”), Seller agreed to sell,
and Buyer agreed to purchase, the Property, on the terms and conditions set forth therein. The
parties originally contemplated that, upon closing under the Sales Agreement, the Buyer would
assume the Loan in its entirety from the Seller and the Buyer Parent would replace the Existing
Guarantors in conjunction with said assumption. (Buyer and Buyer Parent may be referred to herein
collectively as the “Buyer Parties”, and Seller and the Existing Guarantors may be referred
to herein collectively as the “Seller Parties”.)



D. In accordance with the terms of the Sales Agreement, the Seller and the Buyer sought the
Lender’s approval of the proposed assumption. While the Lender did not approve the Buyer’s
assumption of the Loan in its entirety, the Lender has consented to the Buyer’s acquisition of the
Property “subject to” the Loan. The Lender has conditioned its consent upon the Seller remaining
the “Borrower” under the Loan, the Existing Guarantors continue to guaranty certain Loan
obligations and the Swap Obligations and the parties’ execution of the following documents:




i. That certain Consent and Assumption Agreement of even date herewith by and among the
Lender, the Seller and the Buyer, acknowledged and consented to by the Existing Guarantors,
pursuant to which, among other things, the Lender evidenced its consent to the transfer, as
more particularly described therein;




ii. That certain Modification of Third-Party Mortgage, Security Agreement, Fixture
Financing Statement and Assignment of Leases and Rents of even date herewith by and between
the Lender and the Buyer (the “Mortgage Modification”), pursuant to which the
parties modified the Mortgage (as defined on Exhibit B) so as to reflect the Buyer’s
acquisition of the Property and the Buyer’s status as a “non-borrower mortgagor,” as more
particularly set forth therein;




iii. That certain Replacement Reserve Agreement of even date herewith by and between
the Lender and the Buyer (the “Replacement Reserve Agreement”), pursuant to which the Buyer
established a replacement reserve account for the funding of capital replacements during the
term of the Loan, as more particularly set forth therein;




iv. That certain Second Amendment to Credit Agreement of even date herewith by and
between the Lender and the Seller (the “Credit Agreement”), acknowledged and consented to by
the Existing Guarantors, pursuant to which the Seller Parties agree to, among other things,
the reinstatement of certain financial reporting requirements, as more particularly set
forth therein; and




v. That certain Subordination Agreement of even date herewith by and between the
Lender, the Seller Parties and the Buyer, pursuant to which the parties agree that the
Second Mortgage (as hereinafter defined) shall be subordinate to the Mortgage, as more
particularly set forth therein. Items (i) – (v) shall be collectively referred to herein as
the “New Loan Documents,” and, together with the Existing Loan Documents, the
“Loan Documents”.



E. Upon the Buyer’s acquisition of the Property and pursuant to the terms of the Loan
Documents, (i) the Seller shall continue in its capacity as the “Borrower” under the Loan, (ii) the
Seller shall remain personally liable to the Lender to repay the Loan under the Note (as defined on
Exhibit B), (iii) the Seller shall remain personally liable as to the Swap Obligations , (iii) the
Existing Guarantors shall continue in their capacity as guarantors of certain Loan obligations and
the Swap Obligations, (iv) the Property shall continue to serve as security for the Loan and the
Swap Obligations and (v) the Buyer shall become the “Mortgagor” under the Loan. Notwithstanding
the foregoing, as between the Seller Parties and the Buyer Parties, (i) the Buyer agrees to assume
certain obligations of the Seller as “Borrower” under the Loan, (ii) the Buyer agrees to assume
certain obligations of the Seller under the Swap Agreement, (iii) the Seller agrees to retain
certain obligations of the Seller as “Borrower” under the Loan and under the Swap Agreement and
(iv) the Existing Guarantors agree to retain their guaranty obligations with respect to the Loan
and the Swap Agreement, all as more particularly set forth in this Agreement. In conjunction with
such assumption and retention, the Seller Parties and the Buyer Parties desire to provide certain
indemnifications, each as more particularly set forth herein.



Agreement




In consideration of the mutual covenants and agreements set forth herein, the parties hereto
hereby agree as follows:



1. Performance of Assumed and Retained Obligations.



a. Assumed Obligations. For purposes of this Agreement, the following obligations
shall collectively be referred to as the “Assumed Obligations”:



i. Note. From and after the Date hereof, Buyer shall make the monthly payments of
principal and interest due under the Note due after the date hereof directly to the Lender,
including any late fees and any default interest which accrues as a result of, any breach or
non-performance by Buyer of the Loan Documents and/or this Agreement, but excluding any late fees
and any default interest which accrues as a result of any breach or non-performance by Seller or
any Existing Guarantor of the Loan Documents and/or this Agreement (each, a “Monthly Note
Payment”).



ii. Swap. From and after the Date hereof, Buyer shall make the monthly payments
directly to the Lender due after the date hereof or, alternatively and as applicable, apply the
monthly credit from the Lender due after the date hereof against the Monthly Note Payment due under
the Swap Agreement (each, a “Monthly Swap Payment”).



iii. Mortgage. From and after the Date hereof, Buyer shall perform all obligations of
the “Mortgagee” under the Mortgage and the Mortgage Modification that arise after the date hereof,
including, without limitation, the obligations to pay taxes and assessments directly to the taxing
authority (except any taxes which Seller and/or any Existing Guarantors and/or their affiliates and
assigns may be obligated to pay by virtue of any space lease of the Property) and to maintain
insurance. In the event that the Lender exercises its rights to escrow taxes, assessments and
insurance pursuant to Paragraph 2 of the Mortgage, regardless of the reason for such exercise,
Buyer hereby agrees to make such monthly escrow payments directly to the Lender; provided, however,
that Buyer shall not be deemed to have waived its right in so doing to seek indemnification under
Section 8(a) hereof for any related Seller or Existing Guarantor breach or non-performance.



iv. Minimum Occupancy. From and after the date hereof, Buyer shall perform all
obligations of the Borrower pursuant to the “minimum occupancy” covenant as provided in the Credit
Agreement.



v. Replacement Reserve. From and after the date hereof, Buyer shall perform all
obligations, liabilities, agreements, and covenants in the Replacement Reserve Agreement.



b. Retained Obligations. Except for the Assumed Obligations, any and all obligations,
agreements, covenants, representations and warranties of the Seller and/or the Existing Guarantors
set forth in the Loan Documents shall be retained and, as applicable, performed by the Seller and
Existing Guarantors (the “Retained Obligations”).



c. Performance. Notwithstanding anything to the contrary in the Loan Documents, Buyer
and Buyer’s Parent hereby agree to perform and promptly pay, if applicable, the Assumed Obligations
at the time, in the manner and otherwise in all respects as set forth in the Loan Documents and/or
this Agreement, and Seller and each Existing Guarantor hereby agree to perform the Retained
Obligations at the time, in the manner and otherwise in all respects as set forth in the Loan
Documents and/or this Agreement. Notwithstanding the foregoing, Seller and each Existing Guarantor
acknowledge and agree (i) that Buyer shall have no responsibility to Seller in connection with the
Retained Obligations, (ii) that Seller and each Existing Guarantor shall not be released from their
respective obligations under the Loan Documents until such time as each obtains a release from such
obligations from Lender and (iii) Buyer is not personally liable to the Lender to make the Monthly
Note Payments or the Monthly Swap Payments.



2. Seller’s Representations. Seller and each Existing Guarantor warrant and represent
to Buyer as of the date of this Agreement as follows:



a. As of the Effective Date, the principal balance of the Loan is $3,340,516 and interest on
the Loan has been paid through and including March 15, 2010.



b. Seller and each Existing Entity Guarantor is a limited liability company validly formed in
the State of Minnesota. Seller and each Existing Entity Guarantor have full power and authority to
enter into this Agreement, to perform this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement and all documents
contemplated hereby by Seller and each Existing Entity Guarantor have been duly and validly
authorized by all necessary action on the part of Seller and each Existing Entity Guarantor and all
required consents and approvals have been duly obtained and will not result in a breach of any of
the terms or provisions of, or constitute a default under any indenture, agreement or instrument to
which Seller or each Existing Entity Guarantor is a party.



c. This Agreement is a legal, valid and binding obligation of Seller and each Existing
Guarantor, enforceable against each in accordance with its terms, subject to the effect of
applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws
affecting the rights of creditors generally.



d. No authorization, consent, or approval of any governmental authority (including courts) is
required for the execution and delivery by Seller or each Existing Guarantor of this Agreement or
the performance of its obligations hereunder.



e. There are no actions, suits or proceedings pending, or, to the knowledge of each,
threatened against Seller or any Existing Guarantor, which if determined adversely, may affect the
ability of such party to perform its obligations hereunder.



f. Seller and each Existing Guarantor have not (i) made a general assignment for the benefit
of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an
involuntary petition by its respective creditors, (iii) suffered the appointment of a receiver to
take possession of all or substantially all of its assets, (iv) suffered the attachment or other
judicial seizure of all, or substantially all, of its assets, (v) admitted in writing its inability
to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to
its creditors generally. Seller represents that, as of the Effective Date, Seller does not possess
a present intention to take or suffer any of the foregoing actions in the future, and each
Guarantor represents that, as of the Effective Date, such Guarantor similarly does not possess a
present intention to take or suffer any of the foregoing actions in the future.



g. Neither the execution, delivery or performance of this Agreement nor compliance herewith
(i) conflicts or will conflict with or results or will result in a breach of or constitutes or will
constitute a default under (A) the articles of organization or operating agreement of Seller or of
either Existing Entity Guarantor, or (B) any law or any order, writ, injunction or decree of any
court or governmental authority to which Seller or any Existing Guarantor is subject, or
(ii) results in the creation or imposition of any lien, charge or encumbrance upon Seller or any
Existing Guarantor’s property.



h. The Loan Documents have been provided to the Buyer in accordance with the Sales Agreement.
Exhibit “B” contains a correct and complete list of all the documents that evidence or
secure the Loan, and none of such documents have been modified except as disclosed on
Exhibit “B”. Prior to the Effective Date, except as provided on the attached Exhibit
“C”, there has been no default by any party to the Loan Documents nor has any event or
condition occurred that with the passage of time or the giving of notice would constitute a default
under the Loan Documents. All the representations, warranties, and covenants set forth in the Loan
Documents were true and accurate at the closing of the Loan and, except as provided on Exhibit
“C”, remain true and accurate as of the date hereof.



i. There are no monetary encumbrances or liens of any kind or nature against the Property
except those created by the Loan Documents or as otherwise set forth on Buyer’s title report, or on
the deed delivered by the Seller to the Buyer pursuant to the Sales Agreement as of the Effective
Date.



j. The financial statements if any of the Seller and Existing Guarantors provided to Buyer
prior to the date hereof are true and complete in all material respects.



k. For purposes of this Agreement, where the words “to the knowledge of” or “possess a present
intention” or words of similar import, shall mean the actual knowledge and/or intentions of Ronald
Berg, Gary Verkinnes, Jeffrey Gerdes and Samir Elghor.



3. Buyer’s Representations. Buyer and Buyer Parent represent and warrant to Seller as
of the date of this Agreement:




	 	3.1	 	Buyer is a Delaware limited liability company which is duly organized, validly
existing, and in good standing under the laws of the state of Buyer’s organization.
Buyer has the full power and authority to own its properties and to transact the
businesses in which it is presently engaged or presently proposes to engage.






	 	3.2	 	Buyer Parent is a Maryland corporation which is duly organized, validly
existing, and in good standing under the laws of the state of Buyer Parent
organization. Buyer Parent has the full power and authority to own its properties and
to transact the businesses in which it is presently engaged or presently proposes to
engage.






	 	3.3	 	The execution, delivery, and performance of this Agreement by Buyer and Buyer
Parent, have been duly authorized by all necessary action by Buyer and Buyer Parent; do
not require the consent or approval of any other person, regulatory authority or
governmental body; and do not conflict with, result in a violation of, or constitute a
default under (a) any provision of its articles of incorporation, or bylaws, or any
agreement or other instrument binding upon Buyer or Buyer Parent or (b) any law,
governmental regulation, court decree, or order applicable to Buyer or Buyer Parent.






	 	3.4	 	This Agreement given by Buyer and Buyer Parent when delivered, constitutes
legal, valid and binding obligations of Buyer and Buyer Parent, enforceable against the
Buyer and Buyer Parent in accordance with its respective terms (subject, as to
enforceability, to limitations resulting from bankruptcy, insolvency, and other similar
laws affecting creditors’ rights generally).






	 	3.5	 	There are no actions, suits or proceedings pending, or, to the knowledge of
each, threatened against Buyer or Buyer Parent, which if determined adversely, may
affect the ability of such party to perform its obligations hereunder.






	 	3.6	 	The financial statements, if any, of the Buyer and Buyer Parent provided to
Seller prior to the date hereof are true and correct in all material respects.






	 	3.7	 	Buyer and Buyer Parent understand and agree that Seller is relying upon the
above representations and warranties in extending certain accommodations hereunder.





4. Covenants of Seller and Existing Guarantors. Until such time as this Agreement is
terminated in accordance with its terms:



a. Seller shall (i) remain duly organized and existing and in good standing under the laws of
the State of Minnesota, (ii) not cause, directly or indirectly, a default under the terms of the
Loan Documents or this Agreement, and (iii) not conduct any business whatsoever except in
accordance herewith.



b. Each Existing Entity Guarantor shall (i) remain duly organized and existing and in good
standing under the laws of the State of Minnesota, and (ii) not cause, directly or indirectly, a
default under the terms of the Loan Documents or this Agreement.



c. Each Existing Individual Guarantor shall not cause, directly or indirectly, a default under
the terms of the Loan Documents or this Agreement.



d. Seller and each Existing Guarantor shall not (i) make a general assignment for the benefit
of creditors, (ii) file any voluntary petition in bankruptcy or suffer the filing of an involuntary
petition by any of its respective creditors, (iii) suffer the appointment of a receiver to take
possession of all or substantially all of its assets, (iv) suffer the attachment or other judicial
seizure of all, or substantially all, of its assets, (v) admit in writing its inability to pay its
debts as they come due, or (vi) make an offer of settlement, extension or composition to its
creditors generally.



e. At Buyer’s request, Seller and each Existing Guarantor shall consent to and execute any
modifications or amendments to the Loan Documents reasonably requested by Buyer, which consent and
execution shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the
foregoing, Seller and Existing Guarantors shall not be required to consent to modifications or
amendments that constitute material alterations of the terms of payment, including material changes
in maturity dates and interest rates of the Loan.



f. Seller and each Existing Guarantor shall not (i) consent to a modification or amendment to
the Loan Documents without the prior written consent of Buyer, which consent may be withheld in
Buyer’s sole and absolute discretion, or (ii) interfere, directly or indirectly, with the
performance by Buyer of the Assumed Obligations to the Lender.



g. At Buyer’s request, Seller and each Existing Guarantor shall cooperate with Buyer as
reasonably necessary with regard to any proposed assumption of the Loan by any potential contract
purchaser of the Property.



5. Covenants of Buyer and Buyer Parent. Buyer and Buyer Parent (as applicable)
covenant and agree with Seller that, while this Agreement is in effect, the Buyer and Buyer Parent
(as applicable) will:



a. Promptly inform Seller in writing of all litigation and all threatened litigation known to
Buyer affecting the Buyer which materially, adversely affects the financial condition of Buyer.



b. Neither Buyer nor Buyer Parent shall cause, directly or indirectly, a default under the
terms of the Loan Documents or this Agreement.



6. Buyer’s Performance. From and after the Effective Date, Buyer shall be entitled
to, without interference from Seller, any affiliate of Seller or the Existing Guarantors:



a. Operate, maintain, manage, and otherwise carry on as the fee simple owner of the Property;



b. Prepay in full or in part the Loan at any time, in Buyer’s sole discretion; provided,
however, that Buyer shall be responsible for Termination Amount (as defined in the Swap Agreement)
in the event that Buyer initiates any such prepayment;



c. Negotiate modifications or amendments to the terms of the Loan with Lender, subject to the
approval of Seller and the Existing Guarantors as provided in Section 4(f) above; and



d. Correspond directly with Lender, including, without limitation, providing notices, property
information and other communications related to the Loan or the Property.



7. Waiver. Seller and each Existing Guarantor hereby acknowledge that its respective
obligations under the terms of this Agreement shall not be released, diminished, impaired, reduced
or affected if with or without notice to or consent of Seller or any Existing Guarantor, Buyer and
Lender enter into any renewal, extension, modification, supplement, subordination or rearrangement
of the terms of any or all of the Loan and/or any of the Loan Documents or any other terms thereof,
or any waiver, termination, or release of, or consent to departure from, any of the Loan Documents
or any other guaranty of any or all of the Assumed Obligations, or any adjustment, indulgence,
forbearance, or compromise that may be granted from time to time by Lender to Buyer or any other
person at any time liable for the payment or performance of any or all of the Assumed Obligations.
In addition, Seller and each Existing Guarantor hereby acknowledge and agree that Buyer may
disclose any information regarding the Loan, Loan Documents, and the parties thereto to its
consultants, agents, representatives, accountants, lenders, lessees, or any other party in the
reasonable discretion of Buyer.



8. Indemnifications.



a. Seller’s and Existing Guarantors’ Indemnity. Seller and each Existing Guarantor,
on a joint and several basis, agree to indemnify, defend and hold Buyer, Buyer Parent, and their
officers, directors, partners, members, agents, employees, affiliates, attorneys, heirs, successors
and assigns (each a “Buyer Indemnified Party” and collectively, “Buyer’s Indemnified Parties”)
harmless from and against any and all liabilities, liens, claims, damages, costs, expenses, suits
or judgments paid or incurred by any of Buyer’s Indemnified Parties and all expenses related
thereto, including, without limitation, court costs and reasonable attorneys’ fees arising out of
or in any way connected or related to (i) any liability of Buyer Indemnified Parties arising
because of a breach or nonperformance by Seller or any Existing Guarantor of any of the Retained
Obligations, (ii) any breach or nonperformance by Seller or any Existing Guarantor of any provision
or covenant contained in this Agreement, (iii) the breach of any representation or warranty of
Seller or any Existing Guarantor contained in this Agreement and resulting in liability of any
Buyer Indemnified Parties and/or (iv) any liability arising because of a breach or non-performance
of Seller or any Existing Guarantor of the Loan Documents prior to the Effective Date. The
indemnities set forth in this Section shall survive without limitation. Notwithstanding the
foregoing, in no event shall Seller Parties be obligated to indemnify, defend, or hold harmless any
Buyer Indemnified Party for any liabilities of a Buyer Indemnified Party to the extent arising out
of the Assumed Obligations. Notwithstanding anything in this Agreement to the contrary, Buyer
Parties’ sole remedy for a breach of the representations made in paragraph 2(a) and 2(h) above
shall be limited to the indemnities in this Section 8(a). This Section 8(a) shall not create any
new liability of the Seller Parties in favor of the Buyer Indemnified Parties with respect to any
“Pre-Existing Physical Condition” on the Property, except to the extent a Buyer Indemnified Party
is liable to the Lender with respect thereto. “Pre-Existing Physical Condition” shall mean a
condition existing as of the date hereof relating to (i) any Hazardous Materials (as defined in the
Sales Agreement) stored on, incorporated into, located on, present in or used on the Property in
violation of, and requiring remediation under, any laws, ordinances, statutes, codes, rules or
regulations, as of the date of hereof, or (ii) the physical condition of the improvements on the
Property.



i. Seller Indemnity Obligations Triggered; No Acceleration. In the event that Buyer
is entitled to be indemnified by Seller and each Existing Guarantor under this Section 8(a) for any
of the foregoing reasons and the Lender does not accelerate the Loan as a result of such breach or
non-performance of Seller and/or any Existing Guarantor, entitlement to such indemnification shall
accrue to Buyer immediately; provided, however, that Buyer shall continue to comply with its
obligations hereunder as to the Assumed Obligations, including, without limitation, its obligation
to make the Monthly Note Payments and Monthly Swap Payments directly to the Lender and comply with
the Buyer’s obligations as “Mortgagor” under the Mortgage and Mortgage Modification.



ii. Seller Indemnity Obligations Triggered; Acceleration. In the event that Buyer is
entitled to be indemnified by Seller and each Existing Guarantor under this Section 8(a) and the
Lender accelerates the Loan, entitlement to such indemnification shall accrue to Buyer immediately;
provided, however, that Buyer shall be obligated to make Buyer’s Acceleration Payment (as
hereinafter defined) directly to the Lender, and Seller and/or any Existing Guarantor shall be
obligated to make Seller’s Acceleration Payment (as hereinafter defined), if any, directly to the
Lender. Notwithstanding anything to the contrary contained herein, upon the acceleration of the
Loan, (i) Buyer hereby covenants and agrees that Buyer shall pay, directly to the Lender, the
outstanding principal balance under the Note, or such lesser amount as the Lender may have
accelerated, and any accrued interest thereon, including any late fees which accrue as a result of,
and any default interest which accrues as a result of, any breach or non-performance by Buyer of
the Assumed Obligations and/or this Agreement, but excluding any late fees and any default interest
which accrue as a result of any breach or non-performance by Seller or any Existing Guarantor of
the Retained Obligations and/or this Agreement (such sums shall collectively be referred to herein
as “Buyer’s Acceleration Payment”), (ii) Seller shall pay any late fees and any default
interest which accrues as a result of, any breach or non-performance by Seller of the Retained
Obligations and/or this Agreement (such sums shall collectively be referred to herein as
“Seller’s Acceleration Payment”), (iii) the Seller Parties or the Buyer Parties, as
applicable in accordance with Section 22 below, shall pay, directly to the Lender, the Termination
Amount (if the Lender has accelerated the entire outstanding principal balance of the Loan, and
such Termination Amount is due as a result), and (iv) in the event the Lender accelerates the Loan
on the basis of several defaults which include (and are stated in writing by Lender to include)
Buyer’s failure to make Monthly Note Payments or Monthly Swap Payments, the parties agree that such
failure constitutes a controlling default and Buyer shall pay all applicable default interest and
any applicable late fee, regardless of any non-monetary default of the Seller Parties.



b. Buyer’s and Buyer Parent’s Indemnity. Buyer and Buyer Parent agree to indemnify,
defend and hold Seller Parties and their officers, directors, partners, members, agents, employees,
affiliates, attorneys, heirs, successors and assigns (each a “Seller Indemnified Party” and
collectively, “Seller’s Indemnified Parties”) harmless from and against any and all liabilities,
liens, claims, damages, costs, expenses, suits or judgments paid or incurred by any of Seller’s
Indemnified Parties and all expenses related thereto, including, without limitation, court costs
and reasonable attorneys’ fees arising out of or in any way connected or related to (i) any
liability Seller Parties have to Lender arising because of a breach or nonperformance by Buyer of
any of the Assumed Obligations, (ii) any breach or nonperformance by Buyer or Buyer Parent of any
provision or covenant contained in this Agreement and resulting in any Seller Parties having
liability to Lender, including, but not limited to, a Buyer Default under Section 9, or (iii) the
breach of any representation or warranty of Buyer or Buyer Parent contained in this Agreement and
resulting in liability to Lender by any Seller Parties (each, an “Event(s) of Buyer
Indemnification”). The indemnities set forth in this Section shall survive Closing without
limitation. Notwithstanding the foregoing, in no event shall Buyer or Buyer Parent be obligated to
indemnify, defend, or hold harmless any Seller Indemnified Party for any liabilities of a Seller
Indemnified Party to the extent arising out of the Retained Obligations. Buyer’s and Buyer
Parent’s obligations under this Agreement shall be secured by a mortgage on the Property,
subordinate to the mortgage securing the Loan and the Swap Obligations, in the format attached
hereto as Exhibit “D” (the “Second Mortgage”). If the Lender forecloses under the Mortgage, the
parties acknowledge and agree that neither Buyer nor Buyer Parent shall have any liability to the
Seller Indemnified Parties beyond the difference between any amount recovered upon a sale of the
Property to a third party (or, if Lender or its affiliate or assignee takes title to the Property,
the “Market Value” of the Property at the time of foreclosure) and any amounts owed to the Lender
and the Seller by the Buyer hereunder. As used in the previous sentence, “Market Value” shall mean
the fair market value of the Property determined by agreement between the Buyer and Seller within
thirty (30) days of the Lender (or its affiliate or assignee) taking title. If such agreement
cannot be reached, “Market Value” shall be determined as follows: the Seller and Buyer shall each
select one independent appraiser within fifteen (15) days of the expiration of the aforementioned
thirty-day period, which two appraisers shall each make a determination of the fair market value.
In the event a party shall fail to select an independent appraiser within such fifteen-day period,
the appraisal from the other party shall constitute the Market Value. In the event the fair market
values of the two appraisers differ by less than 10% of the highest of such values, the fair market
values of the two appraisals shall be averaged and the resulting amount shall be the Market Value
of the Property. In the event the fair market values of the two appraisals differ by more than 10%
of the highest of such values, then the two appraisers shall jointly select a third appraiser, who
shall choose the appraisal of the initial two appraisals that the third appraiser determines to be
closest in value to the fair market value of the Property, which value shall constitute the Market
Value of the Property. Costs of the initial appraisers shall be borne by the parties who appointed
them. Costs of the third appraiser, if applicable, shall be divided equally.



9. Buyer or Buyer Parent Default. Time is of the essence hereof. The term “Buyer
Default,” as used in this Agreement, shall mean the occurrence of any one or more of the following
events:



a. The failure of Buyer or Buyer Parent to perform any of its obligations under this Agreement
after seven (7) days written notice from Seller including, but not limited to, the Assumed
Obligations;



b. An Event of Default under the Second Mortgage;



c. The filing of a proceeding in bankruptcy or arrangement or reorganization by or against
Buyer or Buyer Parent pursuant to the United States Bankruptcy Code or any similar law, federal or
state, including but not limited to:




	 	i.	 	Buyer or Buyer Parent shall file a voluntary
petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or
shall file any petition or answer seeking or acquiescing in any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief for itself under any present or future
federal, state, or other statute, law or regulation relating to
bankruptcy, insolvency or other relief for debtors, or shall seek or
consent to or acquiesce in the appointment of any trustee, receiver or
liquidator of any party hereto, or shall make any general assignment for
the benefit of creditors, or shall admit in writing its inability to pay
or shall fail to pay its material debts generally as they become due;






	 	ii.	 	A court of competent jurisdiction shall enter an
order, judgment or decree approving a petition filed against Buyer or
Buyer Parent seeking any reorganization, dissolution or similar relief
under any present or future federal, state, or other statute, law or
regulation relating to bankruptcy, insolvency or other relief for
debtors, or any party hereto shall be the subject of an order for relief
entered by such a court, and such order, judgment or decree shall remain
unvacated and unstaved for an aggregate of sixty (60) days (whether or
not consecutive) from the fist date of entry thereof, or any trustee,
receiver, custodian or liquidator of Buyer shall be appointed without
the consent or acquiescence of such party and such appointment shall
remain unvacated and unstayed for an aggregate of sixty (60) days
(whether or not consecutive);





d. The dissolution or termination of the existence or the insolvency of Buyer or Buyer Parent;
the appointment of a receiver for any part of the Property; or any assignment for the benefit of
creditors, any type of creditor workout, or the commencement of any proceedings under any
bankruptcy or insolvency laws by or against Buyer.



e. Commencement of foreclosure, whether by judicial proceeding, self-help, repossession or any
other method, by Lender against the Property, which commencement results from the breach or
non-performance of Buyer or Buyer Parent’s obligations under this Agreement.



f. Final judgment(s) for the payment of money shall be rendered against the Buyer or Buyer
Parent and shall remain undischarged for a period of thirty (30) days during which execution shall
not be effectively stayed, if such judgment(s) materially, adversely impacts Buyer or Buyer
Parent’s ability to comply with the terms of this Agreement.



10. Rights and Remedies Upon Event of Buyer Default. Subject to the limitations
contained in this Section 10, upon the occurrence of a Buyer Default, and the Buyer or Buyer
Parent’s failure to cure such default within the time periods specified in this Agreement, Seller
shall have the right to exercise any of the following remedies:




	 	10.1	 	Acceleration. Seller may, without further demand, presentment or
notice to Buyer or Buyer Parent, declare the following to be due and payable to the
Seller:






The indemnity obligations under Section 8(b), and Buyer’s Acceleration Payment and,
if applicable under the terms of this Agreement, the Termination Amount.




Notwithstanding any other provision in this Agreement or the Second Mortgage
(defined in Section 8) to the contrary, the Seller may not declare the foregoing
amounts due and payable to the Seller unless the Lender has accelerated the
indebtedness owed under the Loan Documents in writing or served a Notice of
Foreclosure under Minnesota Statutes, Chapters 580, 581, or 582.




Notwithstanding any other provision in this Agreement or the Second Mortgage to the
contrary, any payment by the Buyer to cure any monetary default under this Agreement
and/or the Loan Documents, including, without limitation, Buyer’s Acceleration
Payment, made post-Lender-acceleration and/or during the period of redemption after
foreclosure sale shall be paid directly to the Lender and applied against the
indebtedness under the Loan Documents. Any amounts for attorneys fees and costs of
Seller that are required to be paid by Buyer to Seller under Section 20 hereto
and/or pursuant to the Second Mortgage shall be paid directly to Seller.




	 	10.2	 	Remedies Under Mortgage. Notwithstanding any other provision in this
Agreement or the Second Mortgage to the contrary, after an acceleration of the
indebtedness of the Loan by the Lender in writing (and in no event prior to such time)
or filed a complaint in the applicable jurisdiction seeking to foreclose its Mortgage,
the Seller may enforce any one or more of the rights and remedies provided to it in
accordance with the Second Mortgage (already defined in Section 8).





11. Remedies Cumulative. Each and every power or remedy herein specifically given
shall be in addition to every other power or remedy, existing or implied, given now or hereafter
existing at law or in equity (including, without limitation, any remedies provided for in the Sales
Agreement), and each and every power and remedy herein specifically given or otherwise so existing
may be exercised from time to time and as often and in such order as may be deemed expedient by any
party hereto, and the exercise or the beginning of the exercise of one power or remedy shall not be
deemed a waiver of the right to exercise at the same time or thereafter any other power or remedy.
No delay or omission of any party hereto in the exercise of any right or power accruing hereunder
shall impair any such right or power or be construed to be a waiver of any default or acquiescence
therein. Notwithstanding anything to the contrary in this Agreement and/or in the Second Mortgage,
no party shall be liable to any other party hereunder and/or under the Second Mortgage for any
indirect, consequential or punitive damages.



12. Notices. All notices, demands and other communications of any type given by any
party hereunder, whether required by this Agreement or in any way related to the transaction
contracted for herein, shall be void and of no effect unless given in accordance with the
provisions of this Section. All notices shall be in writing and shall be delivered (i) by courier;
(ii) by Federal Express or other nationally recognized overnight delivery service; (iii) by
facsimile; or (iv) by e-mail. Notices delivered by facsimile or e-mail must be followed by
confirmation via Federal Express or other nationally recognized overnight delivery service.
Notices shall be deemed received (i) if by courier, upon delivery or refusal of same; (ii) if by
Federal Express or other nationally recognized overnight delivery service, the business day
following deposit; (iii) if by facsimile, upon confirmation of transmission; and (iv) immediately
following e-mail transmission. Any notice received on a non-business day or after 5:00 p.m.
Pacific Time on a business day shall be deemed received on the next business day. Notices shall be
given to the following addresses:



To Seller and Existing Guarantors: c/o Stingray Properties, LLC




6975 Saukview Drive Saint Cloud, Minnesota 56303 Attn:
Gary Verkinnes Phone: (320) 251-9221 Facsimile: (320)
251-9388 E-mail: garyv@cornerstonestcloud.com



	 	 	 
	And with a copy to:
	 	Gray Plant Mooty

1010 West St. Germain Street

Suite 500

Saint Cloud, Minnesota 56301

Attn: Kevin O’Driscoll

Phone: (320) 252-4414

Facsimile: (320) 259-8162

E-mail: kevin.odriscoll@gpmlaw.com







	 	 	 
	To Buyer and Buyer Parent:
	 	G&E Healthcare REIT II Sartell MOB, LLC

Grubb & Ellis Healthcare REIT II Holdings, LP

c/o Grubb & Ellis Equity Advisors, LLC

1551 North Tustin Avenue, Suite 200

Santa Ana, California 92705

Attn: Danny Prosky

Phone: (714) 667-8252

Facsimile: (714) 975-2199

E-mail: Danny.Prosky@Grubb-Ellis.com

	And with a copy to:
	 	Gregory Kaplan, PLC

7 East Second Street

Richmond, Virginia 23224

Attn: Joseph J. McQuade

Telephone: (804) 916-9027

Facsimile: (804) 916-9127

E-Mail: jmcquade@gregkaplaw.com







13. Incorporation of Recitals. Each of the Recitals set forth above in this Agreement
are incorporated herein and made a part hereof.



14. Captions. The headings to the sections of this Agreement have been inserted for
convenience of reference only and shall in no way modify or restrict any provisions hereof or be
used to construe any such provisions.



15. Partial Invalidity. If any provision of this Agreement is held to be illegal,
invalid or unenforceable under present or future laws, such provision shall be fully severable, and
this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part of this Agreement.



16. Entire Agreement. This Agreement and the documents contemplated to be executed
herewith constitutes the entire agreement among the parties hereto with respect to the subject
matter hereof and shall not be amended unless such amendment is in writing and executed by each of
the parties. The Agreement supersedes all prior negotiations regarding the subject matter hereof.



17. Binding Effect. This Agreement and the documents contemplated to be executed in
connection herewith shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.



18. Multiple Counterparts. This Agreement may be executed in multiple counterparts,
each of which will be an original, but any of which, taken together, will constitute one and the
same Agreement. Counterparts of this Agreement transmitted by facsimile or electronic mail shall
be treated as originals in all respects.



19. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of Minnesota.



20. Cost and Expenses. In the event of a judicial or administrative proceeding or
action with respect to the interpretation or enforcement of this Agreement, the prevailing party
shall be entitled to recover reasonable costs and expenses including, without limitation,
reasonable attorneys’ fees and expenses, whether at the investigative, pretrial, trial or appellate
level. The prevailing party shall be determined by the court based upon an assessment of which
party’s major arguments or position prevailed. This provision shall in no way affect or diminish
the Seller’s rights to reasonable attorneys fees or costs under the Second Mortgage.




21. Swap Termination.



a. Payoff Prior to Sale or Acceleration. Prior to the Buyer’s sale of the Property or
any acceleration of the Loan by the Lender, Buyer and Seller Parties agree that either Buyer or
Seller Parties may periodically communicate with Lender to determine the Termination Amount at any
given time applicable on a payoff of the full principal and interest amount due and owing on the
Loan; Buyer and Seller Parties further agree that each shall cooperate with the other as may be
reasonably necessary to facilitate any such communication. In the event there is no such fee
applicable, Seller determines at its discretion that such fee is in an amount that Seller agrees to
pay or Buyer determines at its discretion that such fee is in an amount that Buyer agrees to pay,
and upon written request from the other (supported by documentation from Lender evidencing current
the Termination Amount), (i) Buyer agrees to promptly make the Buyer’s Acceleration Payment
directly to the Lender, (ii) Seller agrees to promptly make the Seller’s Acceleration Payment (if
any) directly to the Lender and (iii) the party who has agreed, in its discretion, to pay the
Termination Amount shall pay such Termination Amount directly to the Lender.



b. Sale of the Property by Buyer. Upon any sale of the Property by Buyer and payment
of the Buyer’s Acceleration Payment to the Lender in connection therewith, the Buyer shall be
responsible for payment of the Termination Amount (if any) directly to the Lender, provided,
however, that the Seller shall be responsible to make the Seller’s Acceleration Payment (if any)
directly to the Lender.



c. Acceleration of the Loan.




	 	i.	 	Payment by Buyer. Upon any acceleration of the
Loan by the Lender for a failure of the Buyer to perform on the Assumed
Obligations including, but not limited to, the failure to make the Monthly
Note Payments and Monthly Swap Payments, the Buyer agrees to promptly make
the Buyer’s Acceleration Payment and Termination Amount directly to the
Lender.






	 	ii.	 	Payment by Seller. Upon any acceleration of
the Loan by the Lender for a failure of the Seller to perform on the
Retained Obligations, the Seller agrees to promptly make the Seller’s
Acceleration Payment directly to the Lender and, except as provided
hereinafter, to promptly pay the Termination Amount directly to the Lender.
To the extent the Lender accelerates the Loan on the basis of several
defaults which include (and are stated in writing by Lender to include)
Buyer’s failure to make the Monthly Note Payments or Monthly Swap Payments,
the parties agree that such failure constitutes a controlling default and
the Buyer agrees to promptly make the Buyer’s Acceleration Payment and
Termination Amount and any applicable late fee and any applicable default
interest directly to the Lender regardless of any non-monetary default of
the Seller Parties.





d. Termination Amount. In the event that the Termination Amount is a credit owed by
Lender, then, notwithstanding anything to the contrary contained herein, such amount shall be
shared by the Seller and the Buyer in proportion to the length of time the parties have owned the
Property during the term of the Loan.



[THE REMAINDER OF THIS PAGE INTENTIONALLY RESERVED]





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IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the
date first aforesaid.



BUYER:



G&E HEALTHCARE REIT II SARTELL MOB, LLC,


a Delaware limited liability company



By: /s/ Danny Prosky


Name: Danny Prosky


Its: Authorized Signatory



BUYER PARENT:



GRUBB & ELLIS HEALTHCARE REIT II, INC.,





a Maryland corporation



By: /s/ Andrea R. Biller

Name: Andrea R. Biller

Its: Executive Vice President




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SELLER:



STINGRAY PROPERTIES, LLC,





a Minnesota limited liability company



	 	 	 
	By: /s/ Gary Verkinnes

	Name:

	 	Gary Verkinnes






Title: Partner



EXISTING ENTITY GUARANTORS:



SYLVAN HOLDINGS, LLC,


a Minnesota limited liability company



	 	 	 
	By: /s/ Jeffrey Gerdes

	Name:

	 	Jeffrey Gerdes






Title: Partner



CRYSTAL BLUE PROPERTIES,


a Minnesota limited liability company



	 	 	 
	By: /s/ Gary Verkinnes

	Name:

	 	Gary Verkinnes






Title: Partner



EXISTING INDIVIDUAL GUARANTORS:



	 	 	 
	/s/ Ronald Berg

	Name:

	 	Ronald Berg






	 	 	 
	 	 	/s/ Gary Verkinnes	 
	 	 	Name:	 	 	Gary Verkinnes
	/s/ Jeffrey Gerdes
	

	Name: Jeffrey Gerdes





	 	 	 
	/s/ Samir Elghor

	Name:

	 	Samir Elghor







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