EX-10.4






COLLATERAL ASSIGNMENT OF MANAGEMENT CONTRACT




Dated: September 15th, 2010



WHEREAS, G&E HC REIT II ST. VINCENT CLEVELAND MOB, LLC, a Delaware limited liability company
(the “Assignor”) and GRUBB & ELLIS HEALTHCARE REIT II HOLDINGS, LP, a Delaware limited
partnership (“OP”), together with each other party which is or becomes a borrower under the
Credit Agreement (as defined below) (the Assignor, OP and all such other borrowers are individually
and collectively referred to herein as the “Borrower”), BANK OF AMERICA, N.A., a national
banking association (the “Administrative Agent”), as agent for the other lending
institutions which become parties to the Credit Agreement (individually and collectively referred
to herein as the “Lenders”), and the Lenders are parties to that certain Credit Agreement
dated as of July 19, 2010 (as it may hereafter be modified, supplemented, restated, extended or
renewed and in effect from time to time, the “Credit Agreement”). Capitalized terms not
otherwise defined herein shall have the meaning ascribed to such terms under the Credit Agreement.



WHEREAS, the Assignor has entered into a certain Management Agreement dated as of June 25,
2010, with GRUBB & ELLIS EQUITY ADVISORS, PROPERTY MANAGEMENT, INC., a Delaware corporation (the
"Manager”) relative to the operation and management of the certain property more thoroughly
described therein (the “Property”) (hereinafter, as such may be amended from time to time,
the “Management Contract”); and



WHEREAS, as one of the conditions to establishing the Loan, the Administrative Agent and the
Lenders have required the execution and delivery of this Collateral Assignment of Management
Contract by the Assignor to the Administrative Agent on behalf of the Lenders (this
"Assignment”), such assignment being given to secure the Borrower’s obligations established
under the Loan Documents.



NOW THEREFORE and in consideration of the above, and of mutual covenants contained herein and
benefits to be derived herefrom, the parties hereto agree as follows:



1. To secure the prompt, punctual, and faithful payment and performance of the obligations of
the Borrower to the Administrative Agent and each Lender arising under the Loan Documents, the
Assignor hereby assigns to the Administrative Agent, on behalf of the Lenders, all rights of the
Assignor under the Management Contract.



2. This Assignment is an assignment only of all of the rights which the Assignor may now or at
any time hereafter have under, pursuant, or in respect of the Management Contract. The
Administrative Agent and the Lenders shall not be deemed by virtue of this Assignment to have
assumed any of the obligations of the Assignor under the Management Contract, each of which
obligations the Assignor covenants and agrees with the Administrative Agent and the Lenders to
perform and observe as if this Assignment had not been made. The Administrative Agent and the
Lenders are not under any liability of any kind to the Manager under, pursuant to, or in respect
of, the Management Contract, or by reason of any services furnished by the Manager to or for the
account or benefit of the Assignor. By acceptance hereof, the Administrative Agent on behalf of
the Lenders agrees not to exercise any rights under this Assignment except upon the occurrence of
an Event of Default. The Assignor and the Manager may rely conclusively upon any written notice
given by the Administrative Agent to the Assignor or the Manager of the occurrence of such an Event
of Default. Upon and after the giving of such notice, and until further written notice from the
Administrative Agent to the Assignor or the Manager, the Administrative Agent may (but shall not be
obligated to) exercise all rights granted the Administrative Agent on behalf of the Lenders under
this Assignment.



3. The Assignor and the Manager (by its assent hereto) represent and warrant that the
Management Contract is in full force and effect and that there are no defaults under the Management
Contract by any party thereto, and the Assignor represents and warrants that the Assignor has not
made and will not make any other assignment thereof.



4. The Assignor and the Manager (by its assent hereto) covenant and agree that, except upon
the prior written consent of the Administrative Agent on behalf of the Lenders in each instance,
the Assignor and the Manager will not amend, change, modify or terminate the Management Contract.



5. Any action or proceedings to enforce this Assignment may be taken by the Administrative
Agent on behalf of the Lenders either in its name or in the name of the Assignor, as the
Administrative Agent may deem necessary.



6. The Manager has assented to this Assignment and hereby acknowledges this Assignment of the
Management Contract to the Administrative Agent on behalf of the Lenders, and consents thereto.
The Manager agrees that it will furnish to the Administrative Agent copies of all written notices
given to the Assignor with respect to any default of the Assignor thereunder, simultaneously with
the giving of such notice to the Assignor, and anything in the Management Contract to the contrary
notwithstanding, agrees that the Administrative Agent on behalf of the Lenders shall have a
reasonable opportunity to cure any such default. The Manager further agrees that it will accept
any such performance by the Administrative Agent which cures such default. So long as the
Administrative Agent commences to cure or causes to be cured any such default, and the elimination
of any such default is carried on with due diligence, the Manager will continue to fully meet its
obligations under the Management Contract to the end that there shall be no interruption of the
work called for thereby.



7. The Manager (by its assent hereto) agrees that unless the Administrative Agent expressly
assumes the obligations of the Assignor under the Management Contract, neither the Administrative
Agent nor any Lender shall be deemed to have assumed any of the obligations of the Assignor under
the Management Contract, nor shall the Administrative Agent or any Lender be under any liability of
any kind to the Manager under the Management Contract or by reason of any services furnished by the
Manager to or for the account or benefit of the Assignor, including specifically, but without
limitation, for the payment of all or any portion of the Leasing Fee (as such term is defined in
the Property Management Contract), the payment of which, if due at any time, shall be the sole and
exclusive obligation of the Assignor. This Assignment does not release or affect in any way the
obligations of the Assignor to the Manager.



8. The Manager agrees to promptly, punctually and faithfully perform the responsibilities of
the Manager in accordance with the Management Contract. Notwithstanding the terms and provisions
of the Management Contract, in the event the Assignor defaults thereunder, the Manager shall be
obligated to continue to fully meet its obligations under the Management Contract without any
further right to any payment for services rendered in connection with the operation of the
Property. Further, regardless of such election by the Administrative Agent on behalf of the
Lenders, the Manager agrees that the Administrative Agent and/or any Lender shall not be under any
liability to the Manager by reason of any services rendered by the Manager to or for the account or
benefit of the Assignor, whether prior to or after the date of such election by the Administrative
Agent.



9. The rights of the Administrative Agent hereunder may be fully exercised by the
Administrative Agent’s designee or assignee. Further, upon the assignment by the Administrative
Agent or any Lender of its rights hereunder, the Administrative Agent and/or such Lender shall be
automatically released from any liability of any nature whatsoever hereunder or under the
Management Contract.



10. Upon written notice from the Administrative Agent on behalf of the Lenders to the Manager
of the occurrence of an Event of Default, the Manager agrees that:




	 	(i)	 	all payments to be made to the Manager under the Management
Contract shall cease until the Event of Default is cured and the Manager
receives written notice from the Administrative Agent on behalf of the Lenders
that it may resume receiving said payments;






	 	(ii)	 	all of the Manager’s rights to payment, and all other rights,
remedies, powers, privileges and discretions as set forth in the Management
Contract, shall be subject to and subordinate to prior payment and satisfaction
in full of the obligations of the Borrower to the Administrative Agent and
Lenders under the Loan Documents;






	 	(iii)	 	any and all amounts which are collected, enforced or received
by the Manager shall be held by the Manager as trustee for the Administrative
Agent and the Lenders and shall be paid over to the Administrative Agent on
account of the obligations of the Borrower to the Administrative Agent and the
Lenders under the Loan Documents; and






	 	(iv)	 	the Administrative Agent may terminate the Management Contract
without being subject to any termination fee, penalty, fine or assessment
whatsoever.





11. This Assignment shall be governed by and construed in accordance with the laws of the
State of Illinois and any applicable laws of the United States of America, without regard to
principles of conflicts of law.



12. This Assignment may be executed in multiple counterparts, each of which shall constitute
an original, but all of which taken together shall constitute one and the same agreement. For
purposes of executing this Assignment, any signed document transmitted by facsimile or e-mail
transmission (in either case, a “Fax”), shall be considered an original signature. Any
such Fax document shall be considered to have the same binding legal effect as an original
document.



13. To the maximum extent permitted by law, the parties agree that all actions or proceedings
arising in connection with this Assignment shall be tried and determined only in the State and
Federal courts located in Chicago, Cook County, Illinois. To the maximum extent permitted by law,
each party hereby expressly waives any right it may have to assert the doctrine of forum non
conveniens or to object to venue to the extent any proceeding is brought in accordance with this
Paragraph 13.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGES FOLLOW]




It is intended that this Assignment take effect as a sealed instrument as of the date
first above written.



G&E HC REIT II ST. VINCENT CLEVELAND MOB, LLC,


a Delaware limited liability company



By: GRUBB & ELLIS HEALTHCARE REIT II HOLDINGS, LP,


a Delaware limited partnership, its sole Member



By: GRUBB & ELLIS HEALTHCARE REIT II, INC.,





a Maryland corporation, its general partner



By: /s/ Shannon K S Johnson

Name: Shannon K S Johnson

Title: Chief Financial Officer

The address of St. Vincent is:





c/o Grubb & Ellis Equity Advisors, LLC

1551 North Tustin Avenue, Suite 300

Santa Ana, California 92705



PROPERTY MANAGER:



GRUBB & ELLIS EQUITY ADVISORS, PROPERTY MANAGEMENT, INC.,



a Delaware corporation



By: /s/ Kent Peters

Name: Kent Peters

Title: Executive Vice President





The address of the Property Manager is:



c/o Grubb & Ellis Equity Advisors, LLC





1551 North Tustin Avenue, Suite 300


Santa Ana, California 92705



ADMINISTRATIVE AGENT:



BANK OF AMERICA, N.A., a national banking association,


as Administrative Agent on behalf of the Lenders



By: /s/ Christopher A. Thangaraj

Name: Christopher A. Thangaraj

Title: Vice President





The address of the Administrative Agent is:



135 South LaSalle Street, 12th Floor


Chicago, Illinois 60603


Attention: Michelle Herrick