EX-10.6






After Recording Return to:


David N. Lombard


Jameson Babbitt Stites & Lombard, P.L.L.C.


999 Third Avenue, Suite 1900


Seattle, WA 98104-4001



LEASEHOLD DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING




	 	 	 
	Date:
	 	September 16, 2010

	Borrower:
	 	G&E HC REIT II Pocatello MOB, LLC, a Delaware limited liability company

	Borrower’s Notice Address:
	 	 	1551 N. Tustin Avenue, Suite 300

Santa Ana, CA 92705

Attn: Andrea R. Biller and Mathieu Streiff

	Trustee:
	 	Alliance Title & Escrow Corporation, a Delaware corporation, and all successors and assigns for the benefit of

Lender (as determined below).

	Trustee’s Notice Address:
	 	 	2350 Via Caporatti Drive

Pocatello, ID 83201

	Lender:
	 	Sun Life Assurance Company of Canada, a Canadian corporation, together with other holders from time to time of the

Note (as herein defined).








	 	 	Lender’s Notice Address:






	 	 	 	c/o Sun Life Assurance Company of Canada






One Sun Life Executive Park




Wellesley Hills, Massachusetts 02481




Attention: Mortgage Investments Group




	 	 	Note Amount: $8,000,000.00






	 	 	Maturity Date: The Maturity Date of the Note is October 1, 2020.





State: Idaho




	 	 	Record Owner of the Land (as defined herein): Pocatello Hospital, LLC, a Delaware limited
liability company





Exhibit A hereto is incorporated herein by reference.



1



Table of Contents





	1.	 	DEFINITION OF TERMS






	2.	 	GRANTING CLAUSES






	3.	 	REPRESENTATIONS AND WARRANTIES





	 	 	 
	3.1

3.2

3.3

3.4

3.5

3.6

3.7

3.8

3.9

3.10

3.11

3.12

3.13
	 	Due Organization; Authority

Execution, Delivery and Effect of Loan Documents

Other Obligations

Construction and Completion of Improvements

Legal Actions

Financial Statements

Adverse Change to Property

Title to Property

Compliance with Laws and Private Covenants

Independence of the Property

Contamination

Anti-Terrorism Laws

Related Parties








	4.	 	COVENANTS






	 	4.1	 	Payments






	 	(a)	 	Secured Debt






	 	(b)	 	Property Taxes and Charges






	 	(c)	 	Escrow






	 	(d)	 	Taxes on Trustee or Lender






	 	(e)	 	Liabilities






	 	(f)	 	Right to Contest






	 	(g)	 	Expenses






	 	4.2	 	Operation of the Property






	 	(a)	 	Maintenance; Alterations






	 	(b)	 	Liens






	 	(c)	 	Compliance with Laws and Private Covenants






	 	(d)	 	Use






	 	(e)	 	Inspection






	 	(f)	 	Notification of Contamination; Clean-Up





	 	 	 
	4.3

4.4

4.5

4.6

4.7

4.8

4.9

4.10

4.11

4.12

4.13

4.14
	 	Insurance

Sales and Encumbrances

Financial Records and Statements

Indemnity

Notices

Estoppel Certificates

Subordination, Non-Disturbance and Attornment Agreement

Legal Existence

Defense and Notice of Actions

Lost Note

Personalty

Further Assurances








	5.	 	CASUALTIES AND TAKINGS





	 	 	 
	5.1

5.2

5.3
	 	Notice to Lender

Repair and Replacement

Insurance and Taking Proceeds








	 	(a)	 	Collection






	 	(b)	 	Assignment to Lender






	 	5.4	 	Disbursement of Insurance Proceeds to Borrower






	6.	 	CONCERNING TRUSTEE





	 	 	 
	6.1

6.2

6.3

6.4

6.5

6.6
	 	Trustee’s Covenants

Resignation of Trustee

Substitution of Trustee

Reconveyance and Agreements

Release of Lien

Exculpation and Indemnification of Trustee








	7.	 	LEGAL PROCEEDINGS






	8.	 	DEFAULTS; REMEDIES OF LENDER






	 	8.1	 	Events of Default






	 	(a)	 	Breach of Named Covenants






	 	(b)	 	Breach of Other Covenants






	 	(c)	 	Misrepresentations






	 	(d)	 	Bankruptcy






	 	(e)	 	Adverse Court Action






	 	8.2	 	Remedies






	 	(a)	 	Acceleration






	 	(b)	 	Foreclosure






	 	(c)	 	Offset Rights






	 	(d)	 	Cure Rights






	 	(e)	 	Possession of Property






	 	(f)	 	Receiver






	 	(g)	 	Uniform Commercial Code Remedies






	 	(h)	 	Judicial Actions






	 	(i)	 	Subrogation






	 	(j)	 	Sale






	 	(k)	 	Other






	 	8.3	 	Holding Over




2










	 	8.4	 	General Provisions






	 	(a)	 	Multiple Sales






	 	(b)	 	Cumulative Remedies






	 	(c)	 	Right to Purchase






	 	(d)	 	Right to Terminate Proceedings






	 	(e)	 	No Waiver or Release






	 	(f)	 	Waivers and Agreements Regarding Remedies






	 	(g)	 	Waiver of Jury Trial






	 	(h)	 	Lender’s Discretion






	 	(i)	 	Sales






	9.	 	POSSESSION AND DEFEASANCE






	 	9.1	 	Possession






	 	9.2	 	Defeasance






	10.	 	GENERAL





	 	 	 
	10.1

10.2

10.3

10.4

10.5

10.6

10.7

10.8

10 9

10.10

10.11

10.12

10.13

10.14

10.15

10.16

10.17

10.18

10.19
	 	Lender’s Right to Waive, Consent or Release

No Impairment

Amendments

No Usury

Notices

Successors and Assigns

Severability

Gender and Construction

Joint and Several Liability

Modifications

Governing Law

Captions

Nonrecourse

Sale, Assignment or Conversion of Secured Debt

Acknowledgment of Receipt

Time of the Essence

Non-Agricultural

Integration

Exhibits







EXHIBIT A — Property Description




	 	 	1. DEFlNlTlON OF TERMS. As used herein, the terms defined on page (ii) hereof shall have the
meanings given on such page, and the following terms shall have the following meanings:






	 	1.1	 	Commitment: a certain mortgage loan commitment issued by Lender and accepted by
Borrower for the loan secured by this Deed of Trust.






	 	1.2	 	Casualty: as defined in Paragraph 5.1.






	 	1.3	 	Clean-Up: removal and/or remediation of Contamination in accordance with Laws and
good commercial practice.






	 	1.4	 	Contamination: the presence of, use, generation, manufacture, storage, treatment,
disposal, discharge or release on, from or to the Property of Hazardous Substances in
violation of Laws.






	 	1.5	 	Contested Sum: as defined in clause (f) of Paragraph 4.1.






	 	1.6	 	Deed of Trust: this Leasehold Deed of Trust, Security Agreement and Fixture Filing
and all modifications or amendments thereto or extensions thereof.






	 	1.7	 	Environmental Actions or Claims: any claim, action or proceeding brought by a
governmental authority in connection with Contamination or any claim or action brought by
a third party relating to Contamination.






	 	1.8	 	Event of Default: as defined in Paragraph 8.1.






	 	1.9	 	Guaranty: a certain Guaranty of Non-Recourse Carve-Outs of even date herewith, made
by the Guarantor named in the Note.






	 	1.10	 	Hazardous Substances: all substances and compounds prohibited or regulated under any
Laws; materials containing asbestos or urea formaldehyde; gasoline and other petroleum
products; flammable explosives; radon and other natural gases; radioactive materials; and
polychlorinated biphenyls and similar solvents.






	 	1.11	 	Improvements: all buildings, structures and other improvements now or hereafter
existing, erected or placed on or under the Land, or in any way used in connection with
the use, enjoyment, occupancy or operation of the Land or any portion thereof; all
fixtures of every kind and nature whatsoever now or hereafter owned by Borrower and used
or procured for use in connection with the Realty.





	 	 	 	 	 
	 	1.12	 	 	In its sole unfettered discretion: as defined in Paragraph 10.8.

	 	1.13	 	 	Insurance Premiums: as defined in Paragraph 4.3.

	 	1.14	 	 	Insurance Proceeds: as defined in clause (a) of Paragraph 5.3.








	 	1.15	 	Land: the land described in Exhibit A attached hereto, which is (i) less than 80
acres and is not used principally for the agricultural production of crops, livestock,
dairy or aquatic goods, (ii) less than 40 acres, or (iii) or located in an incorporated
city, together with all estate, title, interests, title reversion rights, rents,
increases, issues, profits, rights of way or uses, additions, accretions, servitudes,
gaps, gores, liberties, privileges, water rights, water courses, alleys, streets,
passages, ways, vaults, adjoining strips of ground, licenses, tenements, franchises,
hereditaments, rights, appurtenances and easements, now or hereafter owned by Borrower and
existing, belonging or appertaining to the Land, all claims or demands whatsoever of
Borrower therein or thereto, either at law or in equity, in possession or in expectancy
and all estate, right, title and interest of Borrower in and to all streets, roads and
public places, opened or proposed, now or hereafter used in connection with, existing,
belonging or appertaining to the land described in Exhibit A attached hereto.






	 	1.16	 	Laws: any and all Federal, regional, state or local laws, ordinances, rules,
regulations, statutes, decisions, orders, judgments, directives or decrees of any
governmental or regulatory authority, court or arbitrator whether now in force or as
amended or enacted in the future, including, without limitation, the Americans with
Disabilities Act of 1990, the Water Pollution Control Act, the Toxic Substances Control
Act, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 as
amended by the Superfund Amendment and Reauthorization Act of 1986, the Resource
Conservation and Recovery Act of 1976, and all regulations thereunder.






	 	1.17	 	Leases: all leases, license agreements and other occupancy or use agreements (whether
oral or written), now or hereafter existing, which cover or relate to all or any portion
of the Property, together with all options therefor, amendments thereto and renewals,
modifications and guarantees thereof, and all rents, royalties, issues, profits, revenues,
income and other benefits of the Property arising at any time (including, without
limitation, after the filing of any petition under any present or future Federal or state
bankruptcy or similar law) from the use or enjoyment thereof, including, without
limitation, cash or securities deposited thereunder to secure performance by the tenants
of their obligations thereunder, whether said cash or securities are to be held until the
expiration of the terms of the Leases or applied to one or more of the installments of
rent coming due, additional, percentage, participation and other rentals, fees and
deposits.






	 	1.18	 	Lease Assignment: a certain Assignment of Leases and Rents of even date herewith from
Borrower to Lender and all replacements, substitutions, modifications or amendments
thereto or extensions thereof .






	 	1.19	 	Loan Documents: this Deed of Trust, the Note, the Lease Assignment, the Guaranty, and
any and all other documents or instruments related thereto or to the Secured Debt now or
hereafter given by or on behalf of Borrower and the Guarantor(s) to or for the benefit of
Lender. Notwithstanding the foregoing, this Deed of Trust shall not secure, nor shall it
be deemed to secure, the obligations of Borrower and the Guarantors under the
Environmental Indemnity.






	 	1.20	 	Net Proceeds: as defined in Paragraph 5.3.






	 	1.21	 	Note: a certain Promissory Note of even date herewith made by Borrower in favor of
Lender in the Note Amount and all replacements, substitutions, modifications, renewals and
extensions thereof, which Note is payable in Monthly Payments, until the Maturity Date (as
each term is defined in the Note).






	 	1.22	 	Note Amount: as defined on page (i) hereof.






	 	1.23	 	Parties in Interest: as defined in clause (d) of Paragraph 8.1.






	 	1.24	 	Permitted Encumbrances: matters set forth or referred to in Schedule B Part 1 of
Lender’s title insurance policy issued in connection with the execution and recording of
this Deed of Trust.






	 	1.25	 	Personalty: all of Borrower’s interest in personal property of any kind or nature
whatsoever, whether tangible or intangible, which is used or will be used in the
construction of, or is or will be placed upon, or is derived from or used in connection
with, the maintenance, use, occupancy, or enjoyment of the Realty, including, without
limitation, all accounts, documents, instruments, chattel paper, furniture, appliances,
equipment, general intangibles and inventory (as those terms are defined in the Uniform
Commercial Code of the State), all plans and specifications, contracts and subcontracts
for the construction, reconstruction or repair of the Improvements, bonds, permits,
licenses, guarantees, warranties, causes of action, judgments, claims, profits, security
deposits, utility deposits, refunds of fees, Insurance Premiums, deposits paid to any
governmental authority, letters of credit, insurance policies, Insurance Proceeds, Taking
Proceeds, and escrowed funds together with all present and future attachments, accretions,
accessions, replacements, and additions thereto and products and proceeds thereof.






	 	1.26	 	Property: the Realty and Personalty or any portion thereof or interest therein,
except as the context otherwise requires.






	 	1.27	 	Property Liabilities: as defined in clause (e) of Paragraph 4.1.






	 	1.28	 	Property Taxes and Charges: all real estate taxes, personal property taxes,
betterments, assessments (general and special), imports, levies, water, utility and sewage
charges, any and all income, franchise, withholding, profits and gross receipts taxes, all
other taxes and public charges, imposed upon or assessed against Borrower or the Property
or upon the revenues, rents, issues, income and profits of use or possession thereof, and
any stamp or other taxes which may be required to be paid with respect to any of the Loan
Documents, any of which might, if unpaid, result in a lien on the Property, regardless to
whom paid or assessed.






The term “real estate taxes” in the foregoing sentence shall include any form of
assessment, license fee, license tax, business license fee or tax, commercial rental tax,
levy, charge, penalty, tax or similar imposition, imposed by any authority having the
direct power to tax, including any city, county, state or Federal government, or any
school, architectural, lighting, drainage or other improvement or special assessment
district thereof, against any legal or equitable interest in the Property, except general
business taxes imposed on Lender other than taxes or other amounts referred to in
Paragraph 4.1(d).




	 	1.29	 	Realty: the Land and Improvements or any portion thereof or interest therein, as the
context requires.






	 	1.30	 	Restoration: as defined in clause (a)(i) of Paragraph 5.4.






	 	1.31	 	Secured Debt: to the extent not prohibited by Laws, all principal, interest, late
charges and other sums, charges, premiums, prepayment and other indemnification amounts or
other amounts due or to become due under the Loan Documents, together with any other sums
expended or advanced by or on behalf of Lender under the Loan Documents or otherwise with
respect to the care, maintenance or preservation of the Property or the enforcement of the
Loan Documents.





	 	 	 	 	 
	 	1.32	 	 	State: as defined on page (i) hereof.

	 	1.33	 	 	Taking: as defined in Paragraph 5.1.

	 	1.34	 	 	Taking Proceeds: as defined in clause (a) of Paragraph 5.3.

	 	1.35	 	 	Trustee: as defined on page (i) hereof.







2. GRANTING CLAUSES. For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower has executed and delivered the Loan Documents and Borrower does hereby
irrevocably GRANT, BARGAIN, SELL AND CONVEY TO TRUSTEE IN TRUST, WITH POWER OF SALE, for the
benefit of Lender, with all POWERS OF SALE AND STATUTORY RIGHTS AND COVENANTS in the State, all of
Borrower’s estate, right, title and interest in, to and under the Realty, and grants to Lender a
first and prior security interest in the Personalty and any and all of the following, whether now
owned or held or hereafter acquired or owned by Borrower:




	 	(a)	 	all Leases;






	 	(b)	 	all profits and sales proceeds including, without limitation, earnest money and other
deposits, now or hereafter becoming due by virtue of any contract or contracts for the
sale of Borrower’s interest in the Property; and






	 	(c)	 	all proceeds (including claims thereto or demands therefore) of the conversion,
voluntary or involuntary, permitted or otherwise, of any of the foregoing into cash or
liquidated claims.






FOR THE PURPOSE OF SECURING THE FOLLOWING OBLIGATIONS OF BORROWER TO LENDER, in such order of
priority as Lender may elect:




	 	(1)	 	payment of the Secured Debt;






	 	(2)	 	payment of such additional sums with interest thereon which may hereafter be loaned
to Borrower by Lender, even if the sum of the amounts outstanding at any time exceeds the
Note Amount; and






	 	(3)	 	due, prompt and complete observance, performance, fulfillment and discharge of each
and every obligation, covenant, condition, warranty, agreement and representation
contained in the Loan Documents.






This Deed of Trust is also intended to be a security agreement under the Uniform Commercial
Code as in force from time to time in the State.




	3.	 	REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants to Lender that the
following are true, correct and complete as of the date of this Deed of Trust.






	 	3.1	 	Due Organization; Authority. Borrower is duly organized and validly existing and in
good standing under the laws of the State and has power adequate to carry on its business
as presently conducted, to own the Property, to make and enter into the Loan Documents and
to carry out the transactions contemplated therein.






	 	3.2	 	Execution, Delivery and Effect of Loan Documents. The Loan Documents have each been
duly authorized, executed and delivered by Borrower, and each is a legal, valid and
binding obligation of Borrower, enforceable in accordance with its terms, except to the
extent that the enforceability thereof may be limited by bankruptcy, insolvency or other
similar laws affecting creditors’ rights generally and subject to the exercise of judicial
discretion in accordance with general principles of equity.






	 	3.3	 	Other Obligations. Borrower is not in violation of any material term or provision of
any document governing its organization or existence or in default under any material
instruments or obligations relating to Borrower’s business, Borrower’s assets or the
Property. No party has asserted any material claim or default relating to any of
Borrower’s assets or the Property. The execution and performance of the Loan Documents and
the consummation of the transactions contemplated thereby will not materially violate or
contravene or constitute a material default under any charter, certificate, by-laws,
partnership agreement, trust declaration, contract, agreement, document or other
instrument to which Borrower is a party or by which Borrower may be bound or affected, and
do not and will not violate or contravene any Laws to which Borrower is subject; nor do
any such instruments impose or contemplate any obligations which are or will be materially
inconsistent with the Loan Documents. Borrower has filed all Federal, state, county and
municipal income tax returns required to have been filed by Borrower and has paid all
taxes which have become due pursuant to such returns or pursuant to any assessments
received by Borrower. Borrower does not know of any basis for additional assessment with
regard to any such tax. No approval by, authorization of, or filing with any Federal,
state or municipal or other governmental authority is necessary in connection with the
authorization, execution and delivery of the Loan Documents.






	 	3.4	 	Construction and Completion of Improvements. To Borrower’s knowledge after due
investigation and inquiry, the presently existing Improvements have been completed and
installed in a good and workmanlike manner, in material compliance with Laws and any plans
and specifications previously delivered to Lender. To Borrower’s knowledge after due
investigation and inquiry, the Improvements do not contain any urea formaldehyde or
asbestos. The Improvements are served by electric, gas, sewer, water, telephone and other
utilities required for the present and contemplated uses and operation thereof. Any and
all streets, utility lines and off-site improvements, which provide access to the Property
or are necessary for its present and contemplated uses, have been completed, are
serviceable and have been accepted or approved by appropriate governmental bodies as
required.






	 	3.5	 	Legal Actions. There are no material actions suits or proceedings including, without
limitation, any Environmental Actions or Claims (whether or not material), condemnation,
insolvency or bankruptcy proceedings, pending or, to the best of Borrower’s knowledge and
belief, threatened against or affecting Borrower, its business or the Property; or
investigations, at law or in equity before or by any court or governmental authority
pending or, to the best of Borrower’s knowledge and belief, threatened against or
affecting Borrower, Borrower’s business or the Property, except actions, suits and
proceedings fully covered by insurance and heretofore fully disclosed in writing to Lender
or, which if resolved adversely to Borrower, would not have a material, adverse effect on
Borrower or the Property. To Borrower’s knowledge after due investigation and inquiry,
Borrower is not in default with respect to any order, writ, injunction, decree or demand
of any court or any governmental authority affecting Borrower or the Property.
Furthermore, to the best knowledge and belief of Borrower, there is no basis for any
unfavorable decision, ruling or finding by any court or governmental authority which would
in any material respect adversely affect the validity or enforceability of the Loan
Documents, or the condition of Borrower (financial or otherwise) or the ability of
Borrower to meet Borrower’s obligations under the Loan Documents.






	 	3.6	 	Financial Statements. All statements, financial or otherwise, submitted to Lender in
connection with the Commitment are true, correct and complete in all material respects,
and such financial statements have been prepared in accordance with generally accepted
accounting principles consistently applied (or other basis of accounting practices
permitted by Lender) and fairly present the financial condition of the parties or entities
covered by such statements as of the date thereof. Since the date thereof, neither
Borrower nor any such party or entity has experienced any material adverse change in its
finances, business, operations, affairs or prospects.






	 	3.7	 	Adverse Change to Property. No event or series of events has occurred since the date
of the Commitment which would, either individually or collectively, materially and
adversely affect the Property.






	 	3.8	 	Title to Property. Borrower has good and clear record and marketable title to the
Realty and good and merchantable title to the Personalty, free of all liens, claims,
encumbrances or restrictions other than the Permitted Encumbrances.






	 	3.9	 	Compliance with Laws and Private Covenants. To Borrower’s knowledge after due
investigation and inquiry, the Property complies in all material respects with all Laws.
Borrower has examined and is familiar with all private covenants of record affecting the
Property, including, without limitation, private covenants contained in the Permitted
Encumbrances and, to Borrower’s knowledge after due investigation and inquiry, there now
exists no material violation thereof. Borrower has no actual notice that any of the
Improvements encroach upon any easement over the Land or encroach upon adjacent property
or that buildings or other structures on adjacent property encroach upon the Land, which
encroachments have not been waived, consented to or approved.






	 	3.10	 	Independence of the Property. Parcel 1 described in Exhibit A attached hereto
(“Parcel 1”)is a separate and distinct parcel for tax purposes and is not subject to
Property Taxes and Charges against any other land. Except as set forth in the Permitted
Encumbrances and in the Planned Unit Development approvals for the Portneuf Medical
Center, as the same have been ameded and modified, Borrower has not by act or omission
permitted any building or other improvements on property not covered by this Deed of Trust
to rely on Parcel 1 or any part thereof or any interest therein to fulfill any municipal
or governmental requirement for the existence of such property, building or improvement,
and no Improvement on Parcel 1 relies on any property not covered by this Deed of Trust or
any interest therein to fulfill any governmental or municipal requirement. Borrower has
not by act or omission impaired the integrity of Parcel 1 as a single, separate,
subdivided zoning lot separate and apart from all other property.






	 	3.11	 	Contamination. To the best of Borrower’s knowledge and belief, after due
investigation and inquiry, except as disclosed in that certain Phase I Environmental Site
Assessment Report, prepared by Partner Engineering and Science, Inc., dated May 24, 2010,
no Contamination has occurred.






	 	3.12	 	Anti-Terrorism Laws. To Borrower’s knowledge after due investigation and inquiry,
Borrower (in section 3.12, “Borrower” includes Borrower’s officers, directors,
shareholders, partners, indirect equity interest holders, members, and affiliates, but not
shareholders of Grubb & Ellis Healthcare REIT II, Inc. (“Guarantor”) to the extent that
            shares of Guarantor are sold to the public) has complied and will comply with
Anti-Terrorism Laws.






To Borrower’s knowledge after due investigation and inquiry, Borrower is not and shall
not be a Prohibited Person.




Borrower: (a) shall not knowingly conduct business, transactions, or dealings with a
Prohibited Person; and (b) shall not engage in or conspire to engage in transactions
violative of prohibitions of Executive Order 13224.




Upon Lender’s request, Borrower shall promptly deliver to Lender certification or
evidence confirming that Borrower, to Borrower’s knowledge after due investigation and
inquiry: (a) is not a Prohibited Person; and (b) has not engaged in business,
transactions, or dealings with a Prohibited Person, including contributing or receiving
funds, goods, or services, to or for the benefit of a Prohibited Person.




Borrower has established policies and procedures to prevent and detect money laundering,
including processes to meet all applicable anti-money laundering requirements of the USA
Patriot Act.




“Anti-Terrorism Laws” are laws and regulations related to terrorism or money laundering,
including Executive Order 13224 and the USA Patriot Act.




“Executive Order 13224” is Executive Order Number 13224 on Terrorism Financing,
effective September 24, 2001.




“Prohibited Person” is any person (a) listed in the Annex to or subject to the
provisions of Executive Order 13224; (b) whose name appears on the United States
Treasury Department’s Office of Foreign Assets Control’s (“OFAC”) current list
of “Specifically Designated National and Blocked Persons” (published in various media,
including on the OFAC website, http:www.treas.gov/ofac/t11sdn.pdf); (c) who
commits, threatens, or supports “terrorism,” as defined in EO 13224; (iv) who violates
laws and regulations related to terrorism or money laundering, including EO 13224 and
the USA Patriot Act; or (d) who affiliates with any entity or person described above.




“USA Patriot Act” is the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001, H.R. 3162, Public Law
107-56.




	 	3.13	 	Related Parties. Neither Borrower nor any beneficial owner of the Property securing
the Loan is a Related Party of Lender. “Related Party” means an officer, director,
employee, significant shareholder, or such person’s spouse or minor child.





	 	 	 	 	 	 	 
	4.	 	COVENANTS.
	 	 	 	4.1	 	 	Payments.








	 	(a)	 	Secured Debt. Borrower shall pay to Lender the Secured Debt at the times
and in the manner provided in the Note and the other Loan Documents.






	 	(b)	 	Property Taxes and Charges. Except as provided in Paragraph 4.1(f) and
subject to Lender’s obligation to make such payments from escrow pursuant to
Paragraph 4.1(c) below, Borrower shall pay, prior to delinquency, all Property Taxes
and Charges. Upon Lender’s written request, Borrower shall furnish to Lender, within
30 days after the date on which any such Property Taxes and Charges are due and
payable, official receipts from the appropriate taxing authority, or other proof
satisfactory to Lender, evidencing the payment thereof, unless such sums are paid by
Lender pursuant to Paragraph 4.1(c) below.






	 	(c)	 	Escrow. Borrower shall pay to Lender monthly, on each date on which a
Monthly Payment (as defined in the Note) is due, 1/12 of such amount as Lender from
time to time estimates will be required to pay all Property Taxes and Charges when
due. If the Property Taxes and Charges are due in less than twelve months from the
First Payment Date (as defined in the Note), Borrower shall make equal monthly
payments in amounts sufficient to pay the Property Taxes and Charges when due.
Borrower shall also pay to Lender monthly, on each date on which a Monthly Payment
is due under the Note, 1/12 of such amount as Lender from time to time estimates
will be required to pay Insurance Premiums. If the Insurance Premiums are due in
less than twelve months from the date of the first Monthly Payment, Borrower shall
make equal monthly payments in amounts sufficient to pay the Insurance Premiums when
due. Lender’s estimates shall be based on the amounts actually payable or, if
unknown, on the amounts actually paid for the year preceding that for which such
payments are being made. Borrower shall transmit to Lender bills for the Property
Taxes and Charges and Insurance Premiums as soon as received. When Lender has
received funds sufficient to pay the same, Lender shall, except as provided in
Paragraph 8.2, pay such bills. If the amount paid by Borrower in any year exceeds
the aggregate required, such excess shall be applied to escrow payments for the
succeeding year. Any deficiencies shall be paid by Borrower to Lender on demand.
Payments for such purposes may be made by Lender at its discretion even though
subsequent owners of the Property may benefit thereby. Lender shall not be a trustee
of such funds and may commingle them with its general assets without any obligation
to pay interest thereon or account for any earnings, income or interest on such
funds. If requested by Lender, Borrower shall cause to be furnished to Lender a tax
reporting service covering the Property of the type, duration and with a company
reasonably satisfactory to Lender.






	 	(d)	 	Taxes on Trustee or Lender. If any Law imposes upon Trustee or Lender the
obligation to pay the whole or any part of the Property Taxes and Charges or changes
in any way Laws for the taxation of deeds of trust or debts secured by mortgages or
the manner of collection of any such taxes, so as to affect adversely this Deed of
Trust or the Secured Debt, then Borrower shall pay such Property Taxes and Charges
or reimburse Trustee and Lender immediately therefor, unless in the opinion of
counsel to either Trustee or Lender, it might be unlawful to require Borrower to pay
the same or such payment might result in the imposition of interest prohibited by
Laws. In such case, an Event of Default shall exist, but if Lender accelerates the
Secured Debt solely because of such Event of Default, the Secured Debt shall not
include the prepayment indemnification provided for in paragraph 10 of the Note.






	 	(e)	 	Liabilities. Except as provided in Paragraph 4.1(f), Borrower shall pay,
prior to delinquency, all debts and liabilities incurred in the construction,
operation, development, use, enjoyment, repair, maintenance, replacement,
restoration, management and Clean-Up of the Property (“Property Liabilities”)
including without limitation, utility charges, sums due to mechanics and materialmen
and other sums secured or which might be secured by liens on the Property.






	 	(f)	 	Right to Contest. Borrower may, in good faith and by appropriate
proceedings, contest the validity, applicability or amount of any asserted Property
Taxes and Charges, Property Liabilities or liens, charges, attachments or lis
pendens under Paragraph 4.2(b) (“Contested Sum”) after written notice of the same to
Lender. During such contest, Borrower shall not be deemed in default hereunder if:
(i) prior to delinquency of the Contested Sum, Borrower deposits with Lender or
Lender’s nominee cash or other security, in form reasonably satisfactory to Lender,
adequate to cover the payment of such Contested Sum and any obligation, whether
matured or contingent, of Borrower, Trustee or Lender therefor, together with
interest, costs and penalties thereon, or escrows such sum with the title company in
order for the title company to provide affirmative coverage to Lender in connection
with any Contested Sum; and (ii) Borrower promptly pays any amounts adjudged to be
due, together with all costs, penalties and interest thereon, on or before such
judgment becomes final. Each such contest shall be concluded and the Contested Sum,
interest, costs and penalties thereon shall be paid prior to the date such judgment
becomes final and before any writ or order is issued under which the Property could
be sold pursuant to such judgment.






	 	(g)	 	Expenses. To the extent allowed by Laws, Borrower shall pay, on demand,
but without counterclaim, setoff, deduction, defense, abatement, suspension,
deferment, discrimination or reduction, all fees (including, without limitation,
reasonable attorneys’ fees and disbursements), taxes, recording fees, commissions
and other liabilities, costs and expenses incurred in connection with: (i) the
making or enforcement of the Loan Documents; (ii) Trustee’s or Lender’s exercise and
enforcement of its rights and remedies under Paragraphs 7 and 8; (iii) Trustee’s or
Lender’s protection of the Property and its interest therein; and (iv) any
amendments, consents, releases, or waivers if granted by Lender under the Loan
Documents.






Borrower shall not be entitled to any credit on the Secured Debt by reason of its payment
of any sums required to be paid under Paragraph 4.1(b) through (f) unless such sums are
paid to reimburse Lender for amounts paid by Lender and added by Lender to the Secured
Debt.




	 	4.2	 	Operation of the Property.






	 	(a)	 	Maintenance; Alterations. Borrower shall, and shall use best efforts to
cause tenants to, maintain and preserve the Property in good repair and condition
and shall correct any defects or faults in the Property. Borrower shall not commit,
permit or suffer any demolition or waste of the Property or any use or occupancy
which constitutes a public or private nuisance. Borrower shall not do, permit or
suffer to be done any act whereby the value of the Property may be materially
decreased. Except for tenant improvements contemplated by the Leases and approved by
Lender, Borrower shall not make any material alterations, improvements, additions,
utility installments or the like to the Property without the prior written consent
of Lender in each instance; provided, however, Borrower may make replacements or
substitutions of any item of the Personalty if the replacement or substitution is of
a quality, utility, value, condition and character similar to or better than the
replaced or substituted item and is free and clear of any lien, charge, security
interest or encumbrance, except as created or permitted by this Deed of Trust.






	 	(b)	 	Liens. Except as provided in Paragraph 4.1(f) Borrower shall promptly
discharge any mechanics, laborers’, materialmens’ or similar lien or any other lien,
charge, attachment, or lis pendens filed or recorded against the Property which
relates to Borrower, the Property or any Contamination.






	 	(c)	 	Compliance with Laws and Private Covenants. Borrower shall, and shall use
best efforts to cause tenants to, keep, observe, and satisfy and not suffer
violations of Laws and private covenants (whether or not listed as Permitted
Encumbrances) materially affecting the Property.






	 	(d)	 	Use. Borrower shall not permit the use or occupancy of the Property other
than pursuant to Leases which shall have been approved in advance and in writing by
Lender pursuant to the Lease Assignment or which require no approval thereunder.
Borrower shall not use or permit the use or occupancy of the Property in a manner
which will result in Contamination and Borrower shall take all steps reasonably
necessary under the circumstances including, without limitation, periodic
inspections and assessments of the Property, to determine whether Contamination has
occurred. Notwithstanding the foregoing, Borrower may use and permit the use of
substances customarily used in and about medical office buildings (including common
cleaning supplies and other substances and materials used in connection with medical
practices); provided, however, that (i) all such substances are used in full
compliance with all Laws and high standards in medical practices, (ii) no such
substances are released or disposed of on the Property in violation of any Laws, and
(iii) all indemnities of Borrower contained herein extend to such substances and the
use thereof, notwithstanding that the use of such substances may be permitted
hereby.






	 	(e)	 	Inspection. Whether or not an Event of Default (as defined in Paragraph
8.1) has occurred and exists, Lender and its agents and contractors, shall have the
right, but not the duty or obligation, to enter upon the Property at reasonable
times upon reasonable prior notice to Borrower except in the event of an emergency,
without delay, hindrance or restriction, in order to conduct appraisals and
inspections of the Property, including, but not limited to environmental
inspections; provided that such inspections are conducted in compliance with the
Leases except in the event of an emergency. If, in the reasonable, good faith belief
of Lender, Contamination has occurred or is reasonably likely to occur Lender shall
have the right, but not the duty or obligation to conduct, or cause to be conducted,
testing, including, but not limited to, soil, air and groundwater sampling,
regarding such Contamination. Any environmental inspections or testing shall be paid
for by Borrower. Lender shall have the right, but not the duty or obligation, to
disclose the results of such inspections and testing as required by Laws or as
deemed appropriate by Lender.






	 	(f)	 	Notification of Contamination; Clean-Up. Borrower shall notify Lender
promptly upon discovery of any Contamination. Borrower shall not, without Lender’s
prior consent, which consent shall not be unreasonably withheld or delayed, initiate
Clean-Up of any Contamination, or enter into any settlement agreement, consent
decree or other compromise with respect to any violation or alleged violation of any
Laws concerning Hazardous Substances, if such Clean-up, settlement agreement,
consent decree or other compromise might, in Lender’s judgment, impair the value of
Lender’s security hereunder; provided, however, that Lender’s prior consent shall
not be required in the event the Contamination either poses an immediate threat to
the health, safety or welfare of any individual or is of such a nature that an
immediate remedial response is necessary, such that it is impossible to obtain
Lender’s consent before taking such remedial action; provided further, however, that
in such event, Borrower shall notify Lender as soon as practicable of any remedial
action so taken.






	 	4.3	 	Insurance. Borrower shall obtain and keep in force, with one or more insurers with a
Best’s Rating of A-/VII or higher, such insurance as Lender may from time to time specify
by notice to Borrower, including, as a minimum insurance providing: (i) commercial general
liability and property damage coverage with a broad form coverage endorsement, with limits
of liability determined to be acceptable by Lender from time to time; (ii) protection
against fire, “extended coverage” and other “All Risk” perils, including, if specifically
required by Lender, earthquake, to the full replacement cost of the Improvements and
Personalty; (iii) rent loss insurance in an amount of not less than a sum equal to 12
months of rental income from all Leases; and (iv) flood insurance if the Property is
located in an area identified by FEMA or any successor as an area having special flood
hazards or in which flood insurance has been made available under applicable Laws. All
property insurance policies shall include the standard mortgagee clause in the State
naming Lender as the first mortgagee with all losses payable to Lender, and shall also
include an agreed-amount endorsement sufficient to prevent Borrower from becoming a
co-insurer. All liability policies shall name Lender as an additional insured. All
insurance policies shall provide that the policy may not be cancelled without 30 days
prior written notice to Lender or otherwise modified without 10 days prior written notice
to Lender, and that no act or thing done by Borrower shall invalidate the policy as
against Lender, and that the deductible for any single Casualty shall not be more than
$25,000, except that the deductible for any Casualty due to an earthquake shall not be
more than $50,000 and the deductible for any Casualty due to flooding shall not be more
than $100,000. Lender may require smaller deductibles at any time if such smaller
deductibles are customarily then being required by Lender for other secured loans of
Lender. At least 10 days prior to the expiration date of any policy required hereunder,
Borrower shall provide to Lender or Lender’s designee with either (i) evidence of
compliance with this Paragraph 4.3, in such form as required from time to time by Lender,
or (ii) a letter from Borrower’s insurer confirming that while evidence of compliance is
not presently available, the insurance coverage has been renewed.. Such evidence or letter
shall bear notations evidencing the prior payment of premiums (“Insurance Premiums”) or
shall be accompanied by other evidence satisfactory to Lender that such payment has been
made.






All property insurers shall agree not to acquire any rights of recovery against Lender by
subrogation. Borrower, to the full extent permitted by Laws and to the full extent
permitted without invalidating the insurance policies required above, shall obtain
endorsements by all insurers waiving any right of subrogation against tenants under any
Leases and shall require the same of such tenants. Lender shall not because of accepting,
rejecting, approving or obtaining insurance, incur any liability for the existence,
nonexistence, continuation, form or legal sufficiency of any insurance, the solvency of
any insurer, or the payment of losses.




Borrower shall furnish to Lender or Lender’s designee with certificates of insurance for
all policies of insurance required under this Deed of Trust, provided, however, that if
Lender consents to Borrower providing any of the insurance required under this Deed of
Trust through blanket policies carried by Borrower and covering more than one location,
Borrower shall furnish Lender or Lender’s designee with a certificate of insurance for
each such policy, setting forth the coverage, the limits of liability as to the Property,
the name of the insurer, the policy number and the expiration date.




Borrower shall keep, observe and satisfy, and not suffer violations of the requirements,
including those requirements pertaining to acts committed or conditions existing on the
Property, of insurance companies and any bureau or agency which establishes standards of
insurability affecting the Property. Borrower shall not carry separate or additional
insurance concurrent in form or contributing in the event of loss with that required by
this Deed of Trust.




Upon foreclosure of this Deed of Trust or other transfer of title or assignment of the
Property in discharge, in whole or part, of the Secured Debt, all right, title and
interest of Borrower in and to all policies of insurance required by this Paragraph 4.3
shall inure to the benefit of and pass to Lender.




	 	4.4	 	Sales and Encumbrances. Except as expressly provided in the Loan Documents, Borrower
shall not, without the prior written consent of Lender, which consent, if given in
Lender’s sole unfettered discretion, may be conditioned upon a change in the interest rate
under the Note, payment of a fee or change in the term of the Note, adjustment of the
Maturity Date (as defined in the Note) or amortization period or one or more of the
foregoing or other requirements of Lender:






	 	(a)	 	convey, assign, sell, mortgage, encumber, pledge, dispose of,
hypothecate, grant a security interest in, grant options with respect to, or
otherwise dispose of (directly or indirectly or by operation of law or otherwise, of
record or not) all or any part of any legal or beneficial interest in any part or
all of the Property or the Leases, or any interest therein; or






	 	(b)	 	directly or indirectly sell, assign or otherwise dispose of (whether or
not of record or for consideration), or permit the sale, assignment or other
disposition of: (i) any legal or beneficial interest in the stock of any corporation
which is either Borrower or is a beneficial owner of all or part of Borrower or the
Property; or (ii) any legal or beneficial interest in Borrower (or any trust of
which Borrower is a trustee) if Borrower is a limited or general partnership,
limited liability company, joint venture, trust, nominee trust, tenancy in common or
other unincorporated form of business association or form of ownership, except
limited partnership interests if Borrower is a limited partnership.






	 	4.5	 	Financial Records and Statements. Borrower shall keep accurate books and records in
accordance with generally accepted accounting principles consistently applied (or other
basis of accounting practices prescribed or permitted by Lender) in which full, true and
correct entries shall be promptly made as to all operations of the Property and shall
permit all such books and records to be inspected and copied by Lender, its designees or
its representatives during customary business hours. Borrower shall deliver to Lender
within 90 days after the close of its financial year, and upon request by Lender at any
time during the term of the loan secured by the Loan Documents (provided that Borrower
shall have 25 days after month-end to provide financial statements for the previous
month), a statement of condition or balance sheet of Borrower relating solely to the
Property as of the end of such year and an annual operating statement showing in
reasonable detail all income and expenses of Borrower with respect to the Property, both
certified as to accuracy by either an independent certified public accountant acceptable
to Lender (if required by Lender; provided, in the case of non-year end financial
statements Lender may only require a financial statement be certified as to accuracy by an
independent certified public accountant after an Event of Default and while said Event of
Default is continuing) or the senior financial officer or partner of Borrower. Borrower
shall also deliver to Lender within 90 days after the close of its financial year and upon
request by Lender at any time during the year a current list of all persons then occupying
portions of the Property under Leases, the rentals payable by such tenants and the
unexpired terms of their Leases, certified as to their accuracy by a representative of
Borrower acceptable to Lender, and in form and substance satisfactory to Lender.






	 	4.6	 	Indemnity. Borrower shall indemnify, defend and hold harmless Trustee and Lender, its
agents, employees and contractors from and against, and upon demand, reimburse Trustee and
Lender for all claims, demands, liabilities, losses, damages, judgments, penalties, costs
and expenses, including, without limitation, reasonable attorneys’ fees and disbursements,
which may be imposed upon, asserted against or incurred or paid by either Trustee or
Lender by reason of, on account of or in connection with:






	 	(a)	 	any violation of Laws;






	 	(b)	 	any bodily injury or death or property damage occurring in, upon or in
the vicinity of the Property through any cause whatsoever;






	 	(c)	 	any Contamination, any Clean-Up, and Environmental Actions or Claims, or
the imposition or recording of a lien against the Property due to any Contamination;
provided that Borrower’s obligations under this Paragraph 4.6(c) shall be limited to
such obligations directly or indirectly arising out of or resulting from any
Hazardous Substances that were present or released in, on or around any part of the
Property at any time before or while the Borrower held title to or was in possession
or control of the Property regardless of when discovered;






	 	(d)	 	any act performed or omitted to be performed under the Loan Documents or
on account of any transaction arising out of or in any way connected with the
Property or the Loan Documents;






	 	(e)	 	any expenditures or amounts advanced (other than advances of principal
under the Note) by Lender at any time under the Loan Documents; and






	 	(f)	 	any act or omission of Lender under any Lease or under the Loan Documents
as a result of Lender’s exercise of rights or remedies under Paragraph 8.2 or under
any of the other Loan Documents.






The foregoing indemnification shall apply in all instances, unless the claim was directly
caused by the gross negligence or intentional misconduct of Lender.




Borrower shall have the right to control any action for which an indemnity is required
pursuant to this Paragraph 4.6 through counsel of its choice, subject to Lender’s
consent, which consent shall not be unreasonably withheld or delayed; however, at
Lender’s option, Lender may participate in such action through its own counsel at
Borrower’s expense. If Borrower does not notify Lender of its intent to control such
action within the earlier of 30 days of notice of such claim or 5 days prior to the time
required by Law to respond to such claims, Lender may control and settle such action,
including a settlement for non-monetary relief such as Clean-Up, without Borrower’s
consent and at Borrower’s expense.




If Borrower is a general or limited partnership, Borrower waives any rights it may have
to require Lender to proceed against the assets of the partnership before proceeding
against the assets of individual general partners in the exercise of its rights under
this Paragraph 4.6.




	 	4.7	 	Notices. Borrower shall deliver to Lender at Lender’s Notice Address promptly upon
receipt of the same, copies of all notices, certificates, documents and instruments
received by Borrower which materially and adversely affect Borrower, the Property or the
Leases, including, without limitation, those given in connection with Contamination or
Environmental Actions or Claims.






	 	4.8	 	Estoppel Certificates. Borrower shall promptly furnish to Lender from time to time,
on the request of Lender, written certifications signed and, if so requested, acknowledged
setting forth the then unpaid principal and interest under the Note and specifying any
claims, offsets or defenses which Borrower asserts against the Secured Debt or any
obligations to be paid or performed by Borrower under the Loan Documents, together with
any other information reasonably requested by Lender.






	 	4.9	 	Subordination, Non-Disturbance and Attornment Agreements. Should a Tenant, under
any present or future Lease at the Property, require Borrower to secure a Subordination,
Non-Disturbance and Attornment Agreement from Lender, the document shall be satisfactory
to Lender in its sole discretion.






	 	4.10	 	Legal Existence. Borrower shall continuously maintain its existence as a legal entity
and its right to own the Property and to do business in the State.






	 	4.11	 	Defense and Notice of Actions. Borrower shall, without liability, cost or expense to
Trustee or Lender protect, preserve and defend title to the Property, the security hereof
and the rights or powers of Trustee or Lender, against all adverse claimants to title or
any possessory or non-possessory interests therein, whether or not such claimants or
encumbrancers assert title paramount to that of Borrower, Trustee or Lender or claim their
interest on the basis of events or conditions arising subsequent to the date hereof.






	 	4.12	 	Lost Note. Borrower shall, if the Note is mutilated, destroyed, lost, or stolen,
deliver to Lender a new promissory note containing the same terms and conditions as the
Note with a notation thereon of the unpaid principal and accrued and unpaid interest,
whereupon the prior note shall be void and of no further force and effect. Any such new
note shall be secured hereby and shall be deemed to be the “Note” referred to herein.






	 	4.13	 	Personalty. Borrower shall use the Personalty primarily for business purposes and
keep it at the Land. Borrower shall immediately notify Lender in writing of any change in
its place of business and, as of the execution hereof and hereafter from time to time when
requested by Lender, upon any acquisition of items of property constituting Personalty,
Borrower shall provide Lender with a current, accurate inventory of the Personalty.






	 	4.14	 	Further Assurances. Borrower shall promptly upon request of Lender or Trustee: (a)
correct any defect, error or omission which may be discovered in the contents of any Loan
Document or in the execution or acknowledgement thereof; (b) execute, acknowledge, deliver
and record or file such further instruments (including, without limitation, mortgages,
deeds of trust, security agreements, financing statements and specific assignments of
rents or leases); and (c) do such further acts as may be necessary, desirable or proper in
Trustee’s or Lender’s reasonable opinion to: (i) protect and preserve the first and valid
lien, title and security interest of this Deed of Trust on the Property or subject thereto
any property intended by the terms thereof to be covered thereby, including, without
limitation, any renewals, additions, substitutions or replacements thereto; or (ii)
protect the interest and security interest of Trustee or Lender in the Property against
the rights or interests of third parties.






Borrower hereby appoints each of Trustee and Lender as its attorney-in-fact, coupled with
an interest, to take the above actions and to perform such obligations on behalf of
Borrower, at Borrower’s sole expense, if Borrower fails to comply with this Paragraph
4.14.




	5.	 	CASUALTIES AND TAKINGS.






	 	5.1	 	Notice to Lender. In the case of any act or occurrence of any kind or nature which
results in damage, loss or destruction to the Property (“Casualty”), or commencement of
any proceedings or actions which might result in a condemnation or other taking for public
or private use of the Property or which relates to injury, damage, benefit or betterment
thereto (“Taking”), Borrower shall immediately notify Lender describing the nature and the
extent of the Taking or the Casualty, as the case may be. Borrower shall promptly furnish
to Lender copies of all notices, pleadings, determinations and other papers in any such
proceedings or negotiations.






	 	5.2	 	Repair and Replacement. In case of a Casualty or Taking, Borrower shall promptly (at
Borrower’s sole cost and expense and regardless of whether the Insurance Proceeds or the
Taking Proceeds, if any, shall be sufficient or made available by Lender for the purpose)
restore, repair, replace and rebuild the Property as nearly as possible to its quality,
utility, value, condition, and character immediately prior to the Casualty or the Taking,
as the case may be. However, upon a Casualty or Taking resulting in a restoration cost
that exceeds 25% of the then replacement value of the Improvements or a Taking of more
than 25% of the area of the Land, and application by Lender of the Insurance Proceeds or
the Taking Proceeds to reduction of the Secured Debt in accordance with this Deed of
Trust, Borrower shall be obligated only to remove any debris from the Property and take
such actions as are necessary to make the undamaged or non-taken portion of the Property
into a functional economic unit insofar as it is possible under the circumstances.






	 	5.3	 	Insurance Proceeds and Taking Proceeds.






	 	(a)	 	Collection. Borrower shall use its best efforts to collect the maximum
amount of insurance proceeds payable on account of any Casualty (“Insurance
Proceeds”), and the maximum award, payment or compensation payable on account of any
Taking (“Taking Proceeds”). In the case of a Casualty, Lender may, in its sole
unfettered discretion, make proof of loss to the insurer, if not made promptly by
Borrower. Borrower shall not settle or otherwise compromise any claim for Insurance
Proceeds or Taking Proceeds without Lender’s prior written consent.






	 	(b)	 	Assignment to Lender. Borrower hereby assigns, sets over and transfers to
Lender all Insurance Proceeds and Taking Proceeds and authorizes payment of such
Insurance Proceeds and Taking Proceeds to be made directly to Lender. Lender shall
apply the Insurance Proceeds and Taking Proceeds first to pay all expenses incurred
by Lender in connection with the Casualty or Taking, including, without limitation,
attorney’s fees and title fees.






	 	(c)	 	Application of Proceeds. Unless the conditions set forth in Paragraph
5.4 for the application of Insurance Proceeds to Restoration are satisfied, Lender
may, in its sole unfettered discretion, apply the balance of the Insurance Proceeds
or Taking Proceeds (“Net Proceeds”) to either of the following, or any combination
thereof:






	 	(i)	 	to the payment of the Secured Debt, either in whole or in part,
in any order determined by Lender in its sole unfettered discretion; or






	 	(ii)	 	to repair or replacement, either partly or entirely, of any part
of the Property so destroyed, damaged or taken, in which case Lender may impose
such terms, conditions and requirements for the disbursement of the Insurance
Proceeds or Taking Proceeds as it, in its sole unfettered discretion, deems
advisable. Lender shall not be a trustee with respect to any Insurance Proceeds
or Taking Proceeds, and may commingle Insurance Proceeds or Taking Proceeds with
its funds without obligation to pay interest thereon.






If any portion of the Secured Debt shall thereafter be unpaid, Borrower shall not be
excused from the payment thereof in accordance with the terms of the Loan Documents.
Lender shall not, in any event or circumstance, be liable or responsible for failure to
collect or exercise diligence in the collection of any Insurance Proceeds or Taking
Proceeds.




	 	5.4	 	Disbursement of Insurance Proceeds to Borrower. Lender will disburse the Insurance
Proceeds to Borrower, subject to and in accordance with the terms and conditions of this
Paragraph 5.4, provided that: (1) there exists no Event of Default or occurrence or facts
which with the passage of time, the giving of notice, or both, will be an Event of Default
which remains uncured at any time before or during the Restoration; (2) the Casualty does
not occur within nine months of the Maturity Date (as defined in the Note); (3) Lender
estimates that the loss or damage can be repaired for less than 75% of the then-existing
Secured Debt; and (4) Borrower has submitted evidence satisfactory to Lender that
Restoration can be completed within 270 days after the Casualty, subject to delay beyond
Borrower’s control, other than lack of funds.






	 	(a)	 	As to any loss or damage which Lender estimates can be repaired for less
than One Hundred Thousand and 00/100 Dollars ($100,000.00), Lender shall disburse to
Borrower from the Net Proceeds the amount which it determines is necessary to repair
the damage, which amounts shall be used by Borrower to restore the damage to the
Property caused by the Casualty.






	 	(b)	 	As to all other Casualties, Lender shall disburse the Net Proceeds
related thereto to Borrower on the following terms and conditions:






	 	(i)	 	Prior to the first and each subsequent disbursement, Borrower
shall give proof satisfactory to Lender that:






	 	(1)	 	Lender is holding a fund comprised of the Net Proceeds
and, if necessary, additional deposits made by Borrower or tenants of the
Property, sufficient to restore the Property to its condition and use
immediately prior to such loss or damage (“Restoration”), together with a
fund comprised of Net Proceeds or funds deposited by Borrower, sufficient to
pay operating expenses, Property Taxes and Charges, the Monthly Payments (as
defined in the Note) and other so-called “carrying costs” of the Property
during the period of Restoration;






	 	(2)	 	there are no Laws preventing Restoration of the Property;






	 	(3)	 	immediately after Restoration, the Leases on the Property
will produce sufficient income to provide a debt coverage ratio of at least
1.1: 1. The debt coverage ratio shall be calculated by dividing the
operating income (less operating expenses and Property Taxes and Charges)
obtained from the Leases during the twelve month period immediately after
the Restoration by the total principal and interest payments due on all
indebtedness secured by the Property during the same period;






	 	(4)	 	the Restoration will be conducted under the supervision
of an architect, engineer and/or a general contractor selected by and paid
by Borrower and approved by Lender, which approval will not be unreasonably
withheld or delayed;






	 	(5)	 	the Restoration will be performed pursuant to plans and
specifications approved by Lender and by a contractor or contractors
approved by Lender, such approvals not to be unreasonably withheld or
delayed; and






	 	(6)	 	the Property, after such Restoration, shall be in
compliance with Laws.






	 	(ii)	 	With respect to each disbursement and accompanying each request
therefor, there shall be delivered to Lender:






	 	(1)	 	a certificate addressed to Lender and executed by
Borrower and by the architect, engineer or general contractor supervising
the Restoration that such disbursement is to pay for costs of the
Restoration not paid previously by any other prior disbursement, that the
amount of such disbursement does not exceed the aggregate of such costs
incurred or paid on account of work, labor or services performed and
materials installed in or stored upon the Property at the date of such
certificate and that the disbursement requested, together with the
disbursements made prior thereto, collectively, as a percentage of the total
Net Proceeds, do not exceed the percentage of completion of the Restoration;
and






	 	(2)	 	an endorsement to Lender’s title insurance policy, in
which the making of the disbursement is recognized and the effective date of
coverage is changed to the date of disbursement.






	 	(iii)	 	Each disbursement shall be in the amount not greater than ninety
percent (90%) of the costs described in the certificate referred to in Paragraph
5.4(b)(ii) hereof. Disbursement of the final balance of the Net Proceeds,
constituting not less than ten percent (10%) thereof, shall be disbursed only
upon delivery to Lender of the following, in addition to the foregoing:






	 	(1)	 	evidence satisfactory to Lender that all claims then
existing for labor, services and materials enforceable by lien upon the
Property have been paid in full or provision acceptable to Lender has been
made therefor;






	 	(2)	 	a certificate of such architect, engineer or general
contractor that the Restoration of the Property has been completed in a good
workmanlike manner and in accordance with all Laws;






	 	(3)	 	an estoppel affidavit in form satisfactory to Lender from
each tenant occupying or leasing space in the Property affected by the
Casualty; and






	 	(4)	 	an as-built survey of the Improvements certified to
Lender and in form satisfactory to Lender.






	 	(iv)	 	If the quality of the Restoration is at least equal to the
quality of the Improvements before the Casualty, any Net Proceeds in excess of
the amount used in payment of the Restoration shall be distributed to Borrower.






Lender shall not be a trustee with respect to any Insurance Proceeds, and may mingle
Insurance Proceeds with its funds without obligation to pay interest thereon. Lender
shall in no event be liable for the performance or observance of any covenant or
condition arising under any Lease in connection with the Property nor obligated to take
any action to restore the Property.




Notwithstanding anything set forth herein to the contrary, except during the last twelve
(12) months prior to the Maturity Date, in the event that Borrower is obligated under the
terms of the Ground Lease described in Exhibit A, to repair and restore the Property,
Lender agrees to permit the proceeds to be used for the repair and restoration of the
Property in accordance with the disbursement procedures set forth in subsection (b)
above.




	6.	 	CONCERNING TRUSTEE.






	 	6.1	 	Trustee’s Covenants. Trustee, by its acceptance hereof, covenants faithfully to
perform and fulfill the trusts herein created, being liable, however, only for gross
negligence or willful misconduct, and hereby waives any statutory fee and agrees to accept
reasonable compensation, in lieu thereof, for any services rendered by it in accordance
with the terms hereof.






	 	6.2	 	Resignation of Trustee. Trustee may resign at any time upon giving 30 days notice in
writing to Borrower and to Lender.






	 	6.3	 	Substitution of Trustee. In the event of the death, removal, resignation, refusal to
act, or the inability to act of Trustee, or in Lender’s sole unfettered discretion for any
reason whatsoever, Lender may, at any time or from time to time, after providing 20 days
notice to Trustee and Borrower, and without specifying any reason therefor and without
applying to any court, select and appoint a successor trustee, and the substitute trustee
shall be vested with all powers, rights, duties and authority of Trustee, as aforesaid,
upon recordation of notice of the substitute trustee in the real property records pursuant
to I.C. 45-1504(2). Such substitute trustee shall not be required to give bond for the
faithful performance of its duties unless required by Lender. Such substitute trustee
shall be appointed and vested with all powers by written instrument duly recorded in the
county where the Realty is located, which appointment may be executed by an authorized
agent of Lender, and such appointment shall be conclusively presumed to be executed with
authority and shall be valid and sufficient without proof of any action by the Board of
Directors and any superior officer of Lender. Borrower hereby ratifies and confirms any
and all acts which the herein-named Trustee or its successors or assigns in this trust
shall do lawfully by virtue hereof. Borrower hereby agrees, on behalf of itself and its
heirs, executors, administrators, legal representatives and assigns, that the recitals
contained in any deed or deeds executed in due form by Trustee or any substitute trustee,
acting under the provisions of this Deed of Trust, shall be prima facie evidence of the
facts recited therein, and that it should not be necessary to prove in any court,
otherwise than by such recitals, the existence of the facts essential to authorize the
execution and delivery of such deed or deeds and the passing of title thereby.






	 	6.4	 	Reconveyance and Agreements. At any time, or from time to time, without liability
therefor and without notice, upon written request of Lender and presentation of this Deed
of Trust and the Note or notes secured hereby for endorsement, and without affecting the
personal liability of any person for the payment of the Secured Debt or the effect of this
Deed of Trust upon the remainder of the Property, Trustee may reconvey any part of the
Property, consent in writing to the making of any map or plat thereof, join in granting
any easement thereon, or join in any extension agreement or any agreement subordinating
the lien or charge hereof.






	 	6.5	 	Release of Lien. Upon written request of Lender stating that the Secured Debt has
been paid and upon surrender to Trustee of this Deed of Trust and the Note or notes
secured hereby for cancellation and retention and payment of its fees, Trustee shall
reconvey, without warranty, the Property then held hereunder. The recitals in such
reconveyance of any matters or facts shall be conclusive proof of the truthfulness
thereof. The grantee in such reconveyance may be described as “the person or persons
legally entitled thereto.”






	 	6.6	 	Exculpation and Indemnification of Trustee. Trustee shall not be liable for any error
of judgment or act done by Trustee in good faith, or be otherwise responsible or
accountable under any circumstances whatsoever, except for Trustee’s gross negligence or
willful misconduct. Trustee shall have the right to rely on any instrument, document or
signature authorizing or supporting any action taken or proposed to be taken by it
hereunder, believed by Trustee in good faith to be genuine. All monies received by Trustee
shall, until used or applied as herein provided, be held in trust for the purposes for
which they were received, but need not be segregated in any manner from any other moneys
(except to the extent required by law), and Trustee shall be under no liability for
interest on any moneys received by it hereunder (except to the extent required by Law).
Borrower will reimburse Trustee for, and indemnify, hold harmless and defend Trustee
against, any and all liability and expenses (including, without limitation, reasonable
attorneys’ fees and expenses) which Trustee may incur in the performance of its duties
under the Loan Documents.






	7.	 	LEGAL PROCEEDINGS. Whether or not an Event of Default (as defined in Paragraph 8.1) has
occurred and exists, Lender shall have the right, but not the duty or obligation, to intervene
or otherwise participate in, prosecute or defend at any time any legal or equitable
proceedings including, without limitation, any eminent domain proceedings which affect the
Property, the Leases or any of the rights created by the Loan Documents, but only after notice
to Borrower and if permitted by Laws.






	8.	 	DEFAULTS; REMEDIES OF LENDER.






	 	8.1	 	Events of Default. Any of the following shall constitute an “Event of Default”
hereunder:






	 	(a)	 	Breach of Named Covenants. Any breach by Borrower of the covenants in
Paragraph 4.1(a) (Secured Debt), Paragraph 4.1(b) (Property Taxes and Charges),
Paragraph 4.2(f) (Clean-Up) or Paragraph 4.3 (Insurance); provided, however, that a
breach of the covenant in Paragraph 4.1(a) to pay the Secured Debt as and when due
under the Note and the other Loan Documents shall not constitute an Event of Default
unless it shall continue for 5 days after the date such payment is due; provided
further, however, that such 5-day grace period shall not apply more than twice in
any one period of 12 consecutive months, the third such breach in such 12-month
period constituting an Event of Default without expiration of any grace period;
provided, further, that a breach of the covenants contained in Paragraph 4.1(b)
shall not constitute an Event of Default to the extent that sums sufficient to pay
such amounts have been escrowed with Lender and Borrower has given notice of such
amounts that are due to Lender.






	 	(b)	 	Breach of Other Covenants. Any breach by Borrower of any other covenant,
agreement, condition, term or provision of any of the Loan Documents or any
certificate or side letter delivered in connection with the Loan Documents, which
continues for 30 days after written notice thereof by Lender to Borrower; provided,
however, that if the nature of Borrower’s breach is such that more than 30 days is
reasonably required to cure the same, then Borrower shall not be deemed to be in
default if Borrower commences such cure as promptly as reasonably possible within
such 30-day period, diligently prosecutes such cure to completion, and completes
such cure within 90 days from the date of Lender’s aforesaid notice to Borrower.






	 	(c)	 	Misrepresentations. Any representation or warranty made by Borrower in
the Loan Documents or any certificate or side letter delivered in connection with
the Loan Documents proves to be untrue, misleading or is not fulfilled, in any
material way.






	 	(d)	 	Bankruptcy. Immediately upon the occurrence of any of the following: (i)
any one or more of the then legal or beneficial owners of the Property, or any
individual or entity then personally liable on the Secured Debt (including, without
limitation, any guarantor or indemnitor pursuant to any guaranty or indemnity) or,
if Borrower is a partnership, any general partner or joint venturer (collectively
“Parties in Interest”) becomes insolvent, makes a transfer in fraud of, or an
assignment for the benefit of, creditors, or admits in writing its inability, or is
unable, to pay debts as they become due; or (ii) a receiver, custodian, liquidator
or trustee is appointed for all or substantially all of the assets of a Party in
Interest or for the Property in any proceeding brought by a Party in Interest, or
any such receiver or trustee is appointed in any proceeding brought against a Party
in Interest or the Property and such appointment is not promptly contested or is not
dismissed or discharged within 120 days after such appointment, or a Party in
Interest consents or acquiesces in such appointment, or (iii) a Party in Interest
files a petition under the Bankruptcy Code, as amended, or under any similar law or
statute of the United States or any state thereof; or (iv) a petition against a
Party in Interest is filed commencing an involuntary case under any present or
future Federal or state bankruptcy or similar law and such petition is not dismissed
or discharged within 120 days after the filing thereof; or (v) any composition,
rearrangement, liquidation, extension, reorganization or other relief of debtors now
or hereafter existing is requested by a Party in Interest. Notwithstanding the
foregoing to the contrary, so long as the Borrower named in this Deed of Trust is
the owner of the Property, “Parties in Interest” shall be limited to G&E HC REIT II
Pocatello MOB, LLC, a Delaware limited liability company, G&E HC REIT II POCATELLO
MOB JV, LLC, a Delaware limited liability company, Grubb & Ellis Healthcare REIT II
Holdings, LP, a Delaware limited partnership, and Grubb & Ellis Healthcare REIT II,
Inc., a Maryland corporation.






	 	(e)	 	Adverse Court Action. A court of competent jurisdiction enters a stay
order with respect to, assumes custody of or sequesters all or a substantial part of
the Property or the Property is taken on execution or by other process of law.






	 	(f)	 	Ground Lease. Any default or breach by Borrower under the Ground Lease
which continues beyond any applicable notice and cure period set forth in the Ground
Lease described in Exhibit A.






	 	(g)	 	Easements. Any default or breach by Borrower under the easements
described as Parcels 2 and 3 in Exhibit A which continues beyond any applicable
notice and cure period set forth in the easements described as Parcels 2 and 3 in
Exhibit A.






	 	8.2	 	Remedies. In case of an Event of Default, Lender and, to the extent authorized by
Lender, Trustee may, at any time thereafter, at its option, without notice, and without
bringing any legal action or proceeding unless expressly required by law, exercise any or
all of the following remedies:






	 	(a)	 	Acceleration. Declare the entire Secured Debt due and payable, and it
shall thereupon be immediately due and payable.






	 	(b)	 	Foreclosure. Should Lender elect to foreclose by exercise of the power of
sale herein contained, Lender shall notify Trustee and Trustee shall sell the
Property in accordance with I.C. 45-1501, et. al. and, in the event of the sale of
Personalty, with the Uniform Commercial Code of the State of Idaho, at public
auction to the highest bidder. In case of a sale under this Deed of Trust, the said
Property, including the fixtures and the Personal Property, may be sold in one
parcel. Any person except Trustee may bid at the Trustee’s sale. Trustee shall
apply the proceeds of the sale as follows: (1) to the expense of sale, including a
Trustee’s fee and attorney’s fee; (2) to interest due under the Deed of Trust; (3)
to principal due under this Deed of Trust; (4) the surplus, if any, shall be
distributed either to the persons entitled thereto or such surplus, less the clerk’s
filing fee, shall be deposited with the clerk of the District Court as provided by
law. Trustee shall deliver to the purchaser at the sale its deed, without warranty,
which shall convey to the purchaser the interest in the Property which Borrower has
or had the power to convey at the time of its execution of this Deed of Trust, and
such as it may have acquired thereafter, subject to the requirements of
I.C. 45-1509. Trustee’s deed shall recite the facts showing that the sale was
conducted in compliance with all the requirements of law and of this Deed of Trust,
which recital shall be prima facie evidence of such compliance and conclusive
evidence thereof in favor of bona fide purchasers and encumbrancers for value. The
power of sale conferred by this Deed of Trust and by I.C. 45-1501 et. al. is not an
exclusive remedy and when not exercised, Lender may foreclose this Deed of Trust as
a mortgage. The Trustee is not obligated to notify any party hereto of pending sale
under any other Deed of Trust or of any action or proceeding in which Borrower,
Trustee or Lender shall be a party unless such action or proceeding is brought by
the Trustee.






	 	(c)	 	Offset Rights. Apply in satisfaction of the Secured Debt or any amount at
any time to become due or payable in connection with the ownership occupancy, use,
restoration or repair of the Property, any deposits or other sums credited by or due
from Lender to Borrower, including without limitation, Insurance Proceeds, Taking
Proceeds and funds held in the escrow account referred to in Paragraph 4.1(c).






	 	(d)	 	Cure Rights. Whether or not an Event of Default has occurred and without
releasing Borrower from any obligation hereunder or under the Loan Documents,
perform any of Borrower’s obligations, including, but not limited to, Borrower’s
obligations under the Ground Lease in the event that Lender receives a notice of
default under the Ground Lease. In connection therewith, Lender may enter upon the
Property and do such acts and things as Lender deems necessary or desirable to
protect the Property or the Leases, including, without limitation: (i) paying,
purchasing, contesting or compromising any encumbrance (including, without
limitation, any junior debt outstanding), charge, lien, claim of lien, Property
Taxes and Charges or Property Liabilities; (ii) paying any Insurance Premiums; (iii)
employing counsel, accountants, contractors and other persons to assist Lender in
the foregoing; and (iv) undertaking the Clean-Up of any Contamination.






	 	(e)	 	Possession of Property. Take physical possession of the Property and of
all books, records, and documents and accounts relating thereto and exercise,
without interference from Borrower, any and all rights which Borrower has with
respect to the Property, including, without limitation, the right at Borrower’s
expense to rent and lease the Property, to collect rents, issues and profits, to
hire a professional property manager for the Property, to Clean-Up any Contamination
and to make from time to time all alterations, renovations, repairs and replacements
to the Property as may seem proper to Lender. Nothing in this Paragraph 8.2 shall
impose any duty, obligation or responsibility upon Lender for the control, care,
management, repair or Clean-Up of the Property. If necessary to obtain possession as
provided for above, Lender may, without exposure to liability from Borrower or other
persons, invoke any and all legal remedies to dispossess Borrower, including,
without limitation, one or more actions for forcible entry and detainer, trespass
and restitution. Lender shall not be deemed a mortgagee in possession unless and
until Lender enters into actual possession of the Property.






	 	(f)	 	Receiver. Secure the appointment of a receiver or receivers, as a matter
of right for the Property whether such receivership be incident to a proposed sale
of such Property or otherwise, and without regard to the value of the Property or
the solvency of Borrower. Borrower hereby consents to the appointment of such
receiver or receivers, waives any and all defenses to such appointment and agrees
not to oppose any application therefor by Lender. The appointment of such receiver,
trustee or other appointee by virtue of any court order or Laws shall not impair or
in any manner prejudice the rights of Lender to receive payment of the rents and
income pursuant to the Lease Assignment.






	 	(g)	 	Uniform Commercial Code Remedies. Exercise any and all rights of a
secured party with respect to the Personalty under the Uniform Commercial Code of
the State and in conjunction with, in addition to or in substitution for, those
rights and remedies:






	 	(i)	 	take possession of, assemble and collect the Personalty or render
it unusable by Borrower; and






	 	(ii)	 	require Borrower to assemble the Personalty and make it available
at any place Lender may designate so as to allow Lender to take possession of or
dispose of the Personalty.






Written notice mailed to Borrower, as provided herein, 15 days prior to the date of
public sale of the Personalty or prior to the date after which private sale of the
Personalty will be made, shall constitute reasonable notice. Any sale made pursuant
to the provisions of this Paragraph 8.2(g) shall be deemed to have been a public sale
conducted in a commercially reasonable manner, if held contemporaneously with the
sale of the Property as provided in Paragraph 8.2(j) of this Deed of Trust upon the
necessary written notice. In the event of a foreclosure sale, whether made by Lender
under the terms hereof, or under judgment of a court, the Personalty and the other
parts of the Property may, at the option of Lender, be sold in parts or as a whole.
It shall not be necessary that Lender take possession of the Personalty prior to the
time that any sale pursuant to the provisions of this Paragraph 8.2(g) is conducted
and it shall not be necessary that the Personalty be present at the location of such
sale.




A CARBON, PHOTOGRAPHIC OR OTHER REPRODUCTION OF THIS DEED OF TRUST OR ANY FINANCING
STATEMENT RELATING TO THIS DEED OF TRUST SHALL BE SUFFICIENT AS A FINANCING
STATEMENT. THIS DEED OF TRUST IS EFFECTIVE AND SHALL BE EFFECTIVE AS A FINANCING
STATEMENT FILED AS A FIXTURE FILING WITH RESPECT TO ALL GOODS WHICH ARE OR ARE TO
BECOME FIXTURES INCLUDED WITHIN THE PROPERTY AND IS TO BE FILED FOR RECORD IN THE
REAL ESTATE RECORDS OF THE LOCATION IN THE STATE WHERE THE PROPERTY IS SITUATED. THE
MAILING ADDRESS OF LENDER AND THE ADDRESS OF BORROWER FROM WHICH INFORMATION
CONCERNING THE SECURITY INTEREST MAY BE OBTAINED, ARE SET FORTH ON PAGE (i) HEREOF.




	 	(h)	 	Judicial Actions. Commence and maintain an action or actions in any court
of competent jurisdiction to foreclose this Deed of Trust pursuant to the Laws of
the State or to obtain specific enforcement of the covenants of Borrower hereunder.
Borrower agrees that such covenants shall be specifically enforceable by injunction
or any other appropriate equitable remedy.






	 	(i)	 	Subrogation. Have and exercise all rights and remedies of any person,
entity or body politic to whom Lender renders payment or performance in connection
with the exercise of its rights and remedies under the Loan Documents, including,
without limitation, any rights or remedies under any mechanic’s or vendor’s lien or
liens, superior titles, mortgages, deeds of trust liens encumbrances, rights,
equities and charges of all kinds heretofore or hereafter existing on the Property
to the extent that the same are paid or discharged from the proceeds of the Note
whether or not released of record.






	 	(j)	 	Sale. Sell the Property in accordance with Laws.






	 	(k)	 	Other. Take such other actions or commence such other proceedings as
Lender deems necessary or advisable to protect its interest in the Property and its
ability to collect the Secured Debt as are available under Laws.






Any sums advanced by Lender under this Paragraph 8.2 shall bear interest at the lesser of
(i) the Default Rate specified in the Note or (ii) the maximum nonusurious interest rate
permitted by applicable law, and shall be payable by Borrower on demand. Such sums
together with such interest shall constitute a part of the Secured Debt.




All sums realized by Lender under this Paragraph 8.2, less all costs and expenses
incurred by Lender under this Paragraph 8.2, including, without limitation, reasonable
attorneys fees and disbursements, property management fees, costs of title commitments,
inspections, environmental site assessments and testing, engineering reports,
alterations, renovations, repairs and replacements made or authorized by Lender and all
expenses incident to Lender taking possession of the Property, and such sums as Lender
deems appropriate as a reserve to meet future expenses of the Property, shall be applied
to the Secured Debt in such order as Lender shall determine. Thereafter, any balance
shall be paid to the person or persons legally entitled thereto.




	 	8.3	 	Holding Over. Should Borrower, after Lender has obtained title to the Property,
continue in possession of any part of the Property, either lawfully or unlawfully,
Borrower shall be a tenant from day to day, terminable at the will of either Borrower or
Lender, at a reasonable rental per diem, such rental to be due and payable daily to
Lender.






	 	8.4	 	General Provisions.






	 	(a)	 	Multiple Sales. Several sales may be made pursuant to Paragraph 8.2
without exhausting Lender’s right to such remedy for any unsatisfied part of the
Secured Debt and without exhausting the power to exercise such remedy for any other
part of the Secured Debt, whether matured at the time or subsequently maturing. If a
part of the Property is sold pursuant to Paragraph 8.2, and the proceeds thereof do
not fully pay and satisfy the Secured Debt, such sale, if so made, shall not in any
manner affect the unpaid and unsatisfied part of the Secured Debt, but as to such
unpaid and unsatisfied part, the Loan Documents shall remain in full force and
effect as though no such sale had been made.






	 	(b)	 	Cumulative Remedies. All of the rights, remedies and options set forth in
Paragraph 8.2 or otherwise available at law or in equity, are cumulative and may be
exercised without regard to the adequacy of or exclusion of any other right, remedy,
option or security held by Lender.






	 	(c)	 	Right to Purchase. At any sale of the Property pursuant to Paragraph 8.2,
Lender shall have the right to purchase the Property being sold, and in such case
the right to credit against the amount of the bid made therefor (to the extent
necessary) all or any of the Secured Debt then due.






	 	(d)	 	Right to Terminate Proceedings. Lender may, in its sole unfettered
discretion, at any time before conclusion of any proceeding or other action brought
in connection with its exercise of the remedies provided for in Paragraph 8.2,
terminate, without prejudice to Lender, such proceedings or actions, subject to
I.C. 45-1506A, regarding the postponement of any trustee’s sale.






	 	(e)	 	No Waiver or Release. Lender may resort to any remedies and the security
given by the Loan Documents in whole or in part, and in such portions and in such
order as may seem best to Lender in its sole unfettered discretion, and any such
action shall not in any way be considered as a waiver of any of the rights, benefits
or remedies evidenced by the Loan Documents. The failure of Lender to exercise any
right, remedy or option provided for in the Loan Documents shall not be deemed to be
a waiver of any of the covenants or obligations secured by the Loan Documents. No
sale of all or any of the Property, no forbearance on the part of Lender and no
extension of the time for the payment of the whole or any part of the Secured Debt
or any other indulgence given by Lender to Borrower or any other person or entity,
shall operate to release or in any manner affect Lender’s interest in the Property,
or the liability of Borrower to pay the Secured Debt, except to the extent that such
liability shall be reduced by proceeds of sale of all or any of the Property
received by Lender.






	 	(f)	 	Waivers and Agreements Regarding Remedies. To the full extent Borrower
may do so under applicable Laws and with respect to Lender’s exercise of its
remedies hereunder, Borrower hereby:






	 	(i)	 	agrees that Borrower will not at any time insist upon, plead,
claim or take the benefit or advantage of any Laws now or hereafter in force
providing for any appraisal or appraisement, valuation, stay, extension or
redemption, and waives and releases all rights of redemption, valuation,
appraisal or appraisement, stay of execution, extension and notice of election
to mature or declare due the whole of the Secured Debt;






	 	(ii)	 	waives all rights to marshalling of the assets of Borrower,
Borrower’s partners, members and shareholders, and others with interests in
Borrower, including the Property, or to a sale in inverse order of alienation in
the event of foreclosure of the interests hereby created, and agrees not to
assert any right under any Laws pertaining to the marshalling of assets, the
sale in inverse order of alienation, the exemption of homestead, the
administration of estates of decedents, or other matters whatsoever to defeat,
reduce or affect the right of Lender under the terms of the Loan Documents to
sale of the Property for the collection of the Secured Debt without any prior or
different resort for collection, or the right of Lender to the payment of the
Secured Debt out of the proceeds of sale of the Property in preference to every
other claimant whatsoever;






	 	(iii)	 	waives any right to bring or utilize any defense, counterclaim
or setoff, other than one in good faith which denies the existence or
sufficiency of the facts upon which the foreclosure action is grounded or which
is based on Lender’s wrongful actions. If any defense, counterclaim or setoff
(other than one permitted by the preceding sentence) is timely raised in such
foreclosure action, such defense, counterclaim or setoff shall be dismissed. If
such defense, counterclaim or setoff is based on a claim which could be tried in
an action for money damages, the foregoing waiver shall not bar a separate
action for such damages (unless such claim is required by Laws or applicable
rules of procedure to be pleaded in or consolidated with the action initiated by
Lender) but such separate action shall not thereafter be consolidated with
Lender’s foreclosure action. The bringing of such separate action for money
damages shall not be deemed to afford any grounds for staying Lender’s
foreclosure action;






	 	(iv)	 	waives and relinquishes any and all rights and remedies which
Borrower may have or be able to assert by reason of the provisions of any Laws
pertaining to the rights and remedies of sureties; and






	 	(v)	 	waives the defense of laches and any applicable statutes of
limitation.






	 	(g)	 	Waiver of Jury Trial. Borrower and Lender hereby waive trial by jury in
any action, proceeding or counterclaim brought by either of the parties hereto
against the other, on or in respect of any matter whatsoever arising out of, or in
any way connected with, this Deed of Trust or any of the other Loan Documents, or
the relationship of Borrower and Lender hereunder or thereunder.






	 	(h)	 	Lender’s Discretion. Unless specifically stated otherwise, Lender may
exercise its options and remedies under any of the Loan Documents in its sole
unfettered discretion.






	 	(i)	 	Sales. In the event of the sale or other disposition of the Property
pursuant to Paragraph 8.2 and the execution of a deed or other conveyance pursuant
thereto, the recitals therein of facts (such as default, the giving of notice of
default and notice of sale, demand that such sale should be made, postponement of
sale, terms of sale, sale, purchase, payment of purchase price and other facts
affecting the regularity or validity of such sale or disposition) shall be
conclusive proof of the truth of such facts. Any such deed or conveyance shall be
conclusive against all persons as to such facts recited therein.






The acknowledgment of the receipt of the purchase money, contained in any deed or
conveyance executed as aforesaid, shall be sufficient to discharge the grantee of all
obligations to see to the proper application of the consideration therefor as herein
provided. The purchaser at any trustee’s or foreclosure sale hereunder may disaffirm
any easement granted or rental agreement or Lease made in violation of any provision
of the Loan Documents, and may take immediate possession of the Property free from,
and despite the terms of, such grant of easement, rental agreement or Lease.




	9.	 	POSSESSION AND DEFEASANCE.






	 	9.1	 	Possession. Until the occurrence of an Event of Default and except as otherwise
expressly provided to the contrary in any of the Loan Documents, Borrower shall retain
full possession of the Property with full right to use the Property and to collect the
rents, issues and profits therefrom, subject, however, to all of the terms and provisions
of the Loan Documents.






	 	9.2	 	Defeasance. If the Secured Debt is paid in full and if all of the covenants,
warranties, conditions, undertakings and agreements made in the Loan Documents are kept
and performed, then, in that event only, all rights under the Loan Documents shall
terminate and the Property shall become wholly clear of the liens, grants, security
interests, conveyances and assignments evidenced hereby, and Lender shall release or cause
to be released, such liens, grants, assignments, conveyances and security interests in due
form at Borrower’s cost, and this Deed of Trust shall be void.






To the extent permitted by Laws such an instrument may describe the grantee as “the
person or persons legally entitled thereto.” Lender shall not have any duty to determine
the rights of persons claiming to be rightful grantees of any of the Property. When the
Property has been fully released, such release shall operate as a reassignment of all
future rents, issues and profits of the Property to the person or persons legally
entitled thereto, unless such release expressly provides to the contrary.




Notwithstanding the foregoing, Borrower’s obligation under Paragraph 4.6 hereof
(indemnity) shall not terminate and shall survive the discharge of the Loan Documents,
subject to the limitations set forth therein, whether through full payment of the Secured
Debt, foreclosure, deed in lieu of foreclosure or otherwise, for the benefit of Lender
and its successors and assigns, including without limitation, any purchaser at a
foreclosure sale.




	10.	 	GENERAL.






	 	10.1	 	Lender’s Right to Waive, Consent or Release. Lender may at any time and from time to
time, in writing: (a) waive compliance by Borrower with any covenant herein made by
Borrower to the extent and in the manner specified in such writing; (b) consent to
Borrower doing any act which Borrower is prohibited hereunder from doing, or consent to
Borrower’s failing to do any act which Borrower is required hereunder to do, to the extent
and in the manner specified in such writing; or (c) release any part of the Property, or
any interest therein from this Deed of Trust and the lien of the Loan Documents. No such
act shall in any way impair the rights hereunder of Lender except to the extent
specifically agreed to by Lender in such writing.






	 	10.2	 	No Impairment. The interests and rights of Lender under the Loan Documents shall not
be impaired by any indulgence, including, without limitation: (a) any renewal, extension
or modification which Lender may grant with respect to any of the Secured Debt; (b) any
surrender, compromise, release, renewal, extension, exchange or substitution which Lender
may grant in respect of the Property or any interest therein; or (c) any release or
indulgence granted to any maker, endorser, guarantor, indemnitor or surety of any of the
Secured Debt.






	 	10.3	 	Amendments. The Loan Documents may not be waived, changed or discharged orally, but
only by an agreement in writing and signed by Lender in Canada, based on prior approval by
the Canadian Mortgages Senior Managing Director or his/her designee. Any oral waiver,
change or discharge of any provision of the Loan Documents shall be without authority and
of no force and effect. Any waiver, change or discharge shall be effective only in the
specific instances and for the purposes for which given and to the extent therein
specified.






	 	10.4	 	No Usury. Any provision contained in any of the Loan Documents notwithstanding,
Lender shall not be entitled to receive or collect, nor shall Borrower be obligated to pay
interest on any of the Secured Debt in excess of the maximum rate of interest permitted by
Laws, and if any provisions of the Loan Documents shall ever be construed or held to
permit the collection or to require the payment of any amount of interest in excess of
that permitted by such Laws, the provisions of this Paragraph 10.4 shall control unless
contrary or inconsistent with any provisions of the Note, in which case the provisions of
the Note shall control. Borrower and Lender intend to conform strictly to the usury Laws
now in force, and the Loan Documents evidencing or relating to any of the Secured Debt
shall be held subject to modification to conform to said Laws as now or hereafter
construed.






	 	10.5	 	Notices. Any notice, request, demand or other communication required or permitted
under the Loan Documents (unless otherwise expressly provided therein) shall be given in
writing by delivering the same in person to the intended addressee, by overnight courier
service with guaranteed next day delivery or by certified United States Mail postage
prepaid sent to the intended addressee at the applicable Notice Address or to such
different address as either Borrower or Lender shall have designated by written notice to
the other sent in accordance herewith. Such notices shall be deemed given when received
or, if earlier, in the case of delivery by courier service with guaranteed next day
delivery, the next day or the day designated for delivery, or in the case of delivery by
certified United States Mail, 2 days after deposit therein. No notice to or demand on
Borrower in any case shall of itself entitle Borrower to any other or further notice or
demand in similar or other circumstances.






	 	10.6	 	Successors and Assigns. The terms, provisions, covenants and conditions hereof shall
be binding upon Borrower, and any permitted successors and assigns of Borrower, and shall
inure to the benefit of Lender and its successors, substitutes and assigns, and shall
constitute covenants running with the Land. All references in this Deed of Trust to
Borrower, Lender or Trustee shall be deemed to include all such successors, substitutes
and assigns.






If in contravention of the provisions of this Deed of Trust or otherwise, ownership of
the Property or any portion thereof becomes vested in a person other than Borrower,
Lender may, without notice to Borrower, whether or not Lender has given written consent
to such change in ownership, deal with such successor or successors in interest with
reference to the Loan Documents and the Secured Debt in the same manner as with Borrower,
without in any way vitiating or discharging Lender’s remedies or Borrower’s liability
under the Loan Documents or on the Secured Debt.




	 	10.7	 	Severability. A determination that any provision of the Loan Documents is
unenforceable or invalid shall not affect the enforceability or validity of any other
provision, and any determination that the application of any provision of the Loan
Documents to any person or circumstances is illegal or unenforceable shall not affect the
enforceability or validity of such provision as it may apply to any other persons or
circumstances.






	 	10.8	 	Gender and Construction. Within this Deed of Trust, words of any gender shall be held
and construed to include any other gender, and words in the singular number shall be held
and construed to include the plural, unless the context otherwise requires. References in
this Deed of Trust to “herein”, “hereunder” or “hereby” shall refer to this entire Deed of
Trust, unless the context otherwise requires. When the phrase “in its sole unfettered
discretion” is used in the Loan Documents with respect to Lender, it shall permit Lender
to evaluate such criteria (without allowance for reasonableness) as it chooses in
approving or disapproving the requested or pending action.






	 	10.9	 	Joint and Several Liability. If Borrower is composed of more than one party, the
obligations, covenants, agreements, representations and warranties contained in the Loan
Documents, as well as the obligations arising thereunder, are and shall be joint and
several as to each such party.






	 	10.10	 	Modifications. References to any of the Loan Documents in this Deed of Trust shall
include all amendments, modifications, extensions and renewals thereof.






	 	10.11	 	Governing Law. This Deed of Trust shall be construed according to and governed by
the laws of the State.






	 	10.12	 	Captions. All paragraph and subparagraph captions are for convenience of reference
only and shall not affect the construction of any provision herein.






	 	10.13	 	Nonrecourse. Borrower shall be liable upon the indebtedness evidenced by the Note,
for all sums to accrue or to become payable thereon and for performance of all covenants
contained in the Note or in any of the other Loan Documents, to the extent, but only to
the extent, of Lender’s security for the same, including, without limitation, all
properties, rights, estates and interests covered by this Deed of Trust and the other Loan
Documents. No attachment, execution or other writ or process shall be sought, issued or
levied upon any assets, properties or funds of Borrower other than the properties, rights,
estates and interests described in this Deed of Trust and the other Loan Documents. In the
event of foreclosure of such liens, mortgages or security interests, by private power of
sale or otherwise, no judgment for any deficiency upon such indebtedness, sums and amounts
shall be sought or obtained by Lender against Borrower. Subject to the foregoing, nothing
herein contained shall be construed to prevent Lender from exercising and enforcing any
other remedy relating to the Property allowed at law or in equity or by any statute or by
the terms of any of the Loan Documents.






Notwithstanding the foregoing, Borrower shall be personally liable to Lender for:




	 	(a)	 	damages, losses, liabilities, costs or expenses (including, without
limitation, attorneys’ fees) incurred by Lender due to any of the following:
(i) security deposits of tenants of the Property (not previously applied to remedy
tenant defaults or previously returned to tenants in accordance with the express
provisions of their leases) which have not been paid over to Lender; (ii) any
rents prepaid by any tenant of the Property more than one (1) month in advance;
(iii) any insurance proceeds or condemnation awards received by Borrower and not
applied according to the terms of this Deed of Trust; (iv) accepting Lease
termination payments without Lender’s prior written consent and direction as to
use; (v) repairs to the Property resulting from a casualty not reimbursed by
insurance, to the extent insurance coverage for such repairs was required by the
Loan Documents; (vi) fraud, material misrepresentation or bad faith on the part of
Borrower; (vii) any event or circumstance for which Borrower is obligated to
indemnify Lender under the provisions of this Deed of Trust respecting Hazardous
Substances, Contamination or Clean-Up; (viii) waste of the Property by Borrower;
(ix) Borrower’s failure to pay real estate taxes or other assessments against the
Property; (x) Borrower’s failure to comply with the Americans with Disabilities
Act of 1990, as amended, or (xi) if the ground lessee (the “Ground Lessee”) under
that certain Ground Lease disclosed by that certain Memorandum of Ground Lease
recorded in Bannock County, Idaho on March 1, 1983 as Instrument Nos. 703253 and
703254 and amended by Amendment recorded in Bannock County, Idaho on December 10,
1996 as Instrument No. 96020658 blocks access over the portion of North Loop Road
crossing over said Ground Lessee’s leased parcel between Hospital Way and the
Property; and






	 	(b)	 	all rents, issues and profits from the Property collected by Borrower
after an Event of Default has occurred and is continuing or after an event or
circumstance has occurred and is continuing which with the passage of time or the
giving of notice, or both, would constitute an Event of Default, unless such
rents, issues and profits are applied to the normal operating expenses of the
Property or to the Secured Debt.






Lender shall not be limited in any way in enforcing the personal liability and
obligations of Borrower under the Loan Documents against Borrower, nor shall Lender be
limited in any way in enforcing the personal liability and obligations of any guarantor
or indemnitor in accordance with the terms of the instruments creating such liabilities
and obligations. The personal liability and obligations of Borrower under the Loan
Documents shall survive the discharge of this Deed of Trust, whether through full
payment of the Note, foreclosure, deed-in-lieu of foreclosure or otherwise.




	 	10.14	 	Sale, Assignment or Conversion of Secured Debt. Borrower hereby agrees that Lender
may (i) sell all or any portion of the Secured Debt or securitize all or a portion of the
Secured Debt in one or more transactions through the issuance of pass-through certificates
or other securities evidencing ownership of a portion of the Secured Debt or beneficial
interest therein, in one or more rated or unrated public or private transactions; (ii)
assign servicing rights with respect to the Secured Debt; or (iii) convert the Note and
this Deed of Trust to registered form (each such transaction as described in the preceding
clauses (i), (ii) and (iii) being referred to as a “Covered Transaction”), without the
consent of or notice to Borrower. Borrower hereby agrees that, if requested, it will, at
Lender’s expense, reasonably cooperate with Lender and use its best efforts to facilitate
the consummation of a Covered Transaction, including, without limitation, by: (a)
delivering estoppels, opinions, tax certificates or any other documents, each in form and
substance reasonably acceptable to Lender or any rating agency; (b) providing such
additional information as may reasonably be required by Lender, or granting reasonable
access to Lender in order to obtain such information, including, without limitation,
updated environmental information and appraisals; and (c) appointing as its agent a
registrar and transfer agent, which agent shall maintain, subject to such reasonable
regulations as such agent shall provide, such books and records as may be necessary for
the registration and transfer of the Note and this Deed of Trust, all in a manner
acceptable to Lender in its sole unfettered discretion. Borrower hereby agrees that
Lender may forward to each potential purchaser, transferee, assignee, service, trustee,
participant or investor in any Covered Transaction, or to any rating agency, all documents
and information which Lender now has or may hereafter acquire relating to the Secured
Debt, the Property, Borrower or any guarantor or indemnitor of the Secured Debt that has
been furnished by Borrower or any other party in connection with the Secured Debt, as
Lender may, in its sole unfettered discretion, determine is necessary or desirable.






	 	10.15	 	Acknowledgment of Receipt. Borrower hereby acknowledges receipt, without charge, of
a true and complete copy of this Deed of Trust.






	 	10.16.	 	Time of the Essence. Time is of the essence of each and every payment and/or
performance obligation of Borrower and the Guarantor(s) under this Deed of Trust or any of
the other Loan Documents.






	 	10.17	 	Non Agricultural. The property which is the subject matter of this Deed of Trust is
not used principally for agricultural purposes.






	 	10.18	 	Oral Agreements. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT,
OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER IDAHO LAW






	 	10.19	 	Jurisdiction; Venue. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO
THIS DEED OF TRUST (EACH, A “PROCEEDING”), BORROWER IRREVOCABLY (A) SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS HAVING JURISDICTION IN THE CITY
OF POCATELLO, COUNTY OF BANNOCK AND STATE OF IDAHO, AND (B) WAIVES ANY OBJECTION WHICH IT
MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDING BROUGHT IN ANY SUCH COURT,
WAIVES ANY CLAIM THAT ANY PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER
WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE
JURISDICTION OVER SUCH PARTY. NOTHING IN THIS AGREEMENT SHALL PRECLUDE LENDER FROM
BRINGING A PROCEEDING IN ANY OTHER JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN
ANY ONE OR MORE JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING IN ANY OTHER
JURISDICTION.






	 	10.20	 	Subordination. This Deed of Trust is subject and subordinate to the covenants,
conditions and restrictions set forth in that certain Ground Lease dated as of November 1,
2006, as evidenced by that certain Memorandum of Lease recorded December 21, 2006, as
Instrument No. 20628768, Official Records of Bannock County, Idaho, as said Ground Lease
has been amended through the date of the recording of this Deed of Trust.






	 	10.21	 	State Specific Provisions:






	 	(a)	 	Interest Rate. THE INTEREST RATE(S), PAYMENT TERMS AND/OR
BALANCE DUE ON THE OBLIGATIONS SECURED BY THIS INSTRUMENT MAY BE INDEXED,
ADJUSTED, RENEWED OR RENEGOTIATED.






	 	(b)	 	Grantor’s Right to Cure. Lender’s right to foreclose
provided hereby is subject to applicable law, including the provisions of Idaho
Code § 45-1506, including, but not limited to, subsection (12) thereof, which
provides for cure of default and reinstatement of the Instrument under certain
conditions.






	 	(c)	 	Sale Proceeds. The proceeds of a foreclosure sale shall be
distributed as provided herein, except as otherwise provided pursuant to Idaho
Code § 45-1507 and other applicable law.






	 	(d)	 	Grantor Holding Over. The provisions herein are subject to
the provisions of Idaho Code § 45-1506(11).






	 	(e)	 	Sale of Property. All notices of sale of the Property shall
comply with the provisions of Idaho Code § 45-1506 if the Property is sold in a
trustee’s sale and Idaho Code § 6-101 through 6-108 and other applicable law if
the Property is foreclosed through a judicial sale.






	 	(f)	 	Lender’s Appointment of a Successor Trustee. Lender’s
appointment of a successor trustee as provided herein shall conform to the
procedures set forth in Idaho Code § 45-1504(2).






	 	(g)	 	Fixture Filing. This Instrument is effective from the date
of its recording as a financing statement filed as a fixture filing, in which
Grantor is “Debtor” and Lender is “Secured Party.” The respective
addresses of Debtor and Secured Party are set forth on the first page of this Deed
of Trust.






	 	10.22	 	Exhibit. The following is the Exhibit referred to in this Deed of Trust, which is
hereby incorporated by reference herein:






Exhibit A — Property Description



[Borrower’s Signature Appears on the Following Page]




IN WITNESS WHEREOF, this Deed of Trust has been executed and delivered as of the date first above
written.



BORROWER:



G&E HC REIT II POCATELLO MOB, LLC, a


Delaware limited liability company



By: /s/ Danny Prosky

Name: Danny Prosky

Title: Authorized Signatory




	 	 	 
	State of California

County of Orange

	 	)

) ss.

)






On this 13th day of September, in the year of 2010, before me, a Notary Public in
and for said State, personally appeared Danny Prosky, known or identified to me to be the
Authorized Signatory of G&E HC REIT II POCATELLO MOB, LLC, a limited liability company, the person
who subscribed said limited liability company name to the foregoing instrument, and acknowledged to
me that he/she executed the same in said limited liability company name.



/s/ P.C. Han


P.C. Han


Notary Public


My Commission expires: June 25, 2011




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