EX-10.1






PROMISSORY NOTE





	1.	 	DEFINED TERMS. As used in this Promissory Note, the following terms shall have the following
meanings:






	 	1.1	 	Borrower: G&E HC REIT II POCATELLO MOB, LLC, a Delaware limited liability company, its
successors and assigns.






	 	1.2	 	Lender: Sun Life Assurance Company of Canada, a Canadian corporation, together with
other holders from time to time of this Note.





	 	 	 	 	 
	 	1.3.	 	 	Guarantor:Grubb & Ellis Healthcare REIT II, Inc., a Maryland corporation

	 	1.4	 	 	Principal Sum: $8,000,000.00

	 	1.5	 	 	Monthly Payment: $54,645.96

	 	1.6	 	 	Date of Disbursement: __________________

	 	1.7	 	 	Interest Rate: 6.0% per annum.

	 	1.8	 	 	Default Rate: the Interest Rate plus five percent (5%) per annum.

	 	1.9	 	 	Maturity Date: October 1, 2020

	 	1.10	 	 	Amortization Period: Twenty two (22) years from the Interest Only Payment Date.








	 	1.11	 	Interest Only Payment Date: October 1, 2010, being the first day of the first month
after the Date of Disbursement.






	 	1.12	 	First Payment Date: November 1, 2010, being the first day of the second month after
the Date of Disbursement.






	 	1.13	 	Lender’s Payment Address: c/o WESTCAP CORP., 18012 Sky Park Circle, Suite 100, Irvine,
CA 92614






	 	1.14	 	Permitted Prepayment Period: the period commencing on October 1, 2012, and ending on
the Maturity Date, subject to and in accordance with the provisions of Paragraphs 9 and 10
of this Note.






	 	1.15	 	Mortgage: a Leasehold Deed of Trust, Security Agreement and Fixture Filing of even
date with this Note from Borrower to, or for the benefit of, Lender, which secures
Borrower’s obligations hereunder, and which covers property in the County of Bannock, State
of Idaho, and all modifications or amendments thereto or extensions thereof.






	 	1.16	 	Loan Documents, Insurance Proceeds, Laws, Taking Proceeds, Secured Debt, Property, and
Event of Default: shall have the same meanings as in the Mortgage.






	2.	 	DEBT. For value received, Borrower promises to pay to the order of Lender, the Principal Sum
with interest on unpaid principal from the Date of Disbursement at the Interest Rate. Interest
shall be calculated on a 360-day year of twelve 30-day months.






	3.	 	PAYMENTS. Borrower shall pay the Monthly Payment to Lender commencing on the First Payment
Date and continuing on each monthly anniversary thereof until the Maturity Date. If a payment
date is a non-business day, the Monthly Payment shall be due on the next business day. On the
Interest Only Payment Date, Borrower shall pay the interest then due and accrued from the Date
of Disbursement.






On the Maturity Date, Borrower shall pay to Lender the entire then unpaid balance of principal
and interest. Lender shall have no obligation, express or implied, to refinance the “balloon
payment” then due.




All payments shall be made in lawful money of the United States of America, in immediately
available funds, at Lender’s Payment Address, or at such other place as Lender may from time to
time designate in writing.




	4.	 	LATE CHARGE AND ADDITIONAL INTEREST. Borrower recognizes that if it does not make the
Monthly Payments when due, Lender will incur additional administrative expenses in servicing
the loan, will lose the use of the money due and will be frustrated in meeting its other
financial and loan commitments. Lender and Borrower acknowledge that different methods could
be used to calculate Lender’s actual damages if the Monthly Payment is not made when due. To
avoid disputes over which method shall apply, Borrower agrees that a late charge equal to four
percent (4%) of each Monthly Payment which is not made when due is a reasonable method for
calculating said damages. Borrower shall pay such late charge to Lender immediately after the
due date for each Monthly Payment which is not made when due. The payment of such late charge
shall not affect Lender’s other rights and remedies under this Note and the other Loan
Documents.






All expenditures by Lender pursuant to the Loan Documents, other than advances of the Principal
Sum, which are not reimbursed by Borrower immediately upon demand; all amounts remaining due and
unpaid after the Maturity Date; and the unpaid Principal Sum after an Event of Default
(including late charges) shall bear interest at the Default Rate until such amounts are paid to
Lender. Such payments shall be in addition to the late charge described above.




	5.	 	APPLICATION OF PAYMENTS. Unless Lender elects otherwise, all sums received by Lender in
payment hereunder shall be applied first to late charges, costs of collection or enforcement,
all expenditures made by Lender pursuant to the Loan Documents, and any other similar amounts
due, if any, under this Note and the other Loan Documents, then to amounts due pursuant to
Paragraph 10 of this Note, then to interest which is due and payable under this Note and the
remainder to principal due and payable under this Note. If an Event of Default has occurred
and is continuing, such payments may be applied to sums due hereunder or under the other Loan
Documents in any order and combination that Lender may, in its sole discretion, determine.






	6.	 	WAIVERS. Except for any notice requirements expressly set forth in the Loan Documents,
Borrower waives presentment for payment, demand, notice of nonpayment, notice of intention to
accelerate the maturity of this Note, diligence in collection, commencement of suit against
any obligor, notice of protest, and protest of this Note and all other notices in connection
with the delivery, acceptance, performance, default or enforcement of the payment of this
Note, before or after maturity of this Note, with or without notice to Borrower, and agrees
that Borrower’s liability shall not be in any manner affected by any indulgence, extension of
time, renewal, waiver or modification granted or consented to by Lender. Borrower consents to
any and all extensions of time, renewals, waivers or modifications that may be granted by
Lender with respect to the payment or other provisions of this Note, and to any substitution,
exchange or release of the collateral for this Note, or any part thereof, with or without
substitution of said collateral, and agrees to the addition or release of any guarantor, all
whether primarily or secondarily liable, before or after maturity of this Note, with or
without notice to Borrower, and without affecting Borrower’s liability under this Note.






	7.	 	NO USURY. Lender and Borrower intend to comply at all times with applicable usury laws. If,
at any time, such laws would render usurious any amounts called for under this Note or the
other Loan Documents, it is Borrower’s and Lender’s express intention that Borrower shall
never be required to pay interest on this Note at a rate in excess of the maximum lawful rate
then allowed. The provisions of this Paragraph 7 shall control over all other provisions of
this Note and the other Loan Documents which may be in apparent conflict hereunder. Any
excess amount shall be immediately credited on the principal balance of this Note (or, if this
Note has been fully paid, refunded by Lender to Borrower), and the provisions hereof shall be
immediately reformed, and the amounts thereafter collectible under this Note shall be reduced,
without the necessity of the execution of any further documents, so as to comply with the then
applicable law, but so as to permit the recovery of the fullest amount otherwise called for
under this Note. Any such crediting or refund shall not cure or waive any default by Borrower
under this Note or the other Loan Documents. Borrower agrees that in determining whether or
not any interest payable under this Note or the other Loan Documents exceeds the highest rate
not prohibited by law, any non-principal payment (except payments specifically stated in this
Note or in the other Loan Documents to be “interest”), including, without limitation,
prepayment indemnification and late charges, shall, to the maximum extent not prohibited by
law, be an expense, fee, or indemnification amount rather than interest. The term “applicable
law” as used in this Note shall mean the laws of the state in which the Property is located or
the laws of the United States, whichever laws allow the greater rate of interest, as such laws
now exist or may be changed or amended or come into effect in the future.






	8.	 	INTENTIONALLY OMITTED.






	9.	 	PREPAYMENT. Borrower shall have no right to prepay, and Lender shall have no obligation to
accept tendered payments of, any portion of the unpaid Principal Sum outstanding under this
Note prior to the beginning of the Permitted Prepayment Period. Borrower may prepay the
entire unpaid Principal Sum (but not any lesser amount) (the “Amount Prepaid”), with accrued
interest thereon to the date of prepayment, on any date on which a Monthly Payment is due
after the beginning of the Permitted Prepayment Period, upon thirty (30) days’ prior written
notice to Lender of its intention to prepay, provided that Borrower pays, at the time of
prepayment and in addition thereto, the amounts required to be paid pursuant to Paragraph 10
of this Note and all other sums due under this Note and the other Loan Documents. The date
fixed for prepayment in such notice shall become the Maturity Date, except that for the
purpose of calculating the amounts payable pursuant to Paragraph 10 of this Note, the Maturity
Date shall mean the date set forth in Paragraph 1.9 of this Note. Notwithstanding the
foregoing, in the event that Borrower fails to prepay the Loan on the date designated in
Borrower’s notice to Lender of its intention to prepay, it shall not be deemed an Event of
Default as long as Borrower makes the Monthly Payment on the date when due.






	10.	 	PREPAYMENT INDEMNIFICATION. Borrower shall indemnify Lender against any loss, damage and
expense Lender incurs if the unpaid Principal Sum is paid prior to the Maturity Date for any
reason except (i) a payment of the entire unpaid Principal Sum, with accrued and unpaid
interest, made within 180 days of the Maturity Date or (ii) any application by Lender of
Insurance Proceeds or Taking Proceeds to reduction of the Secured Debt pursuant to the other
Loan Documents. Lender and Borrower acknowledge that different methods could be used to
calculate Lender’s actual damages if the unpaid Principal Sum is paid prior to the Maturity
Date. To avoid disputes over which method shall apply, Borrower agrees that the following is a
reasonable method to calculate damages in such case, and Borrower shall pay to Lender a
prepayment premium in an amount equal to the greater of:






	 	(a)	 	one percent (1%) of the then unpaid Principal Sum; or






	 	(b)	 	the Discounted Yield Maintenance Prepayment Fee, as hereinafter defined. For
purposes of this Paragraph 10, the term “Treasury Security” shall mean the non-callable
U.S. Treasury bill, note or bond having a maturity date most closely equivalent to the
Maturity Date. If more than one such non-callable bill, note or bond matures in the same
month as the Maturity Date, the bill, note or bond with a coupon interest rate closest to
the Interest Rate shall be the Treasury Security. For purposes of this Paragraph 10, the
term “Treasury Yield” shall mean the per annum yield to maturity of the Treasury
Security, as published in the Wall Street Journal on the fifth (5th) business day prior
to the date of prepayment.






If the Interest Rate is greater than the Treasury Yield, the difference between the
Interest Rate and the Treasury Yield shall be divided by twelve (12) and multiplied
by the then unpaid Principal Sum to determine the monthly payment differential. The
present value of the series of monthly payment differentials for the number of whole
and partial months from the date of prepayment to the Maturity Date shall be
calculated using the Treasury Yield as the discount rate, compounded monthly. The
resulting sum of all the discounted monthly payment differentials shall be the
Discounted Yield Maintenance Prepayment Fee.




If the Interest Rate is equal to or less than the Treasury Yield, the prepayment
premium shall be one percent (1%) of the then unpaid Principal Sum.




	11.	 	ACCELERATION INDEMNIFICATION. If the Maturity Date is accelerated by Lender because of the
occurrence of an Event of Default, Lender will sustain damages due to the loss of its
investment. Borrower therefore agrees to pay, at the time of acceleration, in addition to all
other sums due under this Note and the other Loan Documents, as liquidated damages, an
acceleration premium in an amount equal to the greater of:






(a) three percent (3%) of the then unpaid Principal Sum; or




	 	(b)	 	the Discounted Yield Maintenance Prepayment Fee as defined in Paragraph 10 of this
Note.






The acceleration premium will be in lieu of, and not in addition to, the prepayment premium set
forth in Paragraph 10 above.




	12.	 	NONRECOURSE DEBT. Borrower shall be liable upon the indebtedness evidenced by this Note, for
all sums to accrue or to become payable thereon and for performance of all covenants contained
in this 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 the Mortgage 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 the
Mortgage 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)	 	any damages, losses, liabilities, costs or expenses (including, without limitation,
attorneys’ fees) incurred by Lender due to any of the following: (i) any 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 the Mortgage;
(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 the Mortgage 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.




	13.	 	SECURITY. This Note is secured by the other Loan Documents and all amendments,
modifications, supplements, substitutions, additions, renewals, replacements and extensions
thereof.






	14.	 	COLLECTION. Any check, draft, money order or other instrument given in payment of all or any
portion of the Secured Debt may be accepted by Lender and handled by collection in the
customary manner, but the same shall not constitute payment hereunder or diminish any rights
of Lender except to the extent that actual cash proceeds of such instrument are
unconditionally received by Lender and applied to the Secured Debt in the manner elsewhere
herein provided. Acceptance by Lender of actual cash proceeds of less than the total amount
of the Secured Debt shall not constitute acceptance of such partial payment in satisfaction of
the total amount of the Secured Debt, including, without limitation, the amounts payable to
Lender pursuant to Paragraph 10 of this Note.






	15.	 	ATTORNEYS’ FEES. Upon any Event of Default, Borrower shall pay all costs incurred by Lender
in the course of collection of sums due under this Note or in enforcing any of Borrower’s
other obligations under the Loan Documents, including, without limitation, reasonable
attorneys’ fees and expenses, whether or not suit is filed by Lender.






	16.	 	ACCELERATION AND OTHER REMEDIES. The rights and remedies of Lender are set forth in the
other Loan Documents and include, without limitation, the right to declare the Secured Debt,
including the principal balance of this Note and accrued interest, immediately due and payable
in case of an Event of Default.






	17.	 	JOINT AND SEVERAL LIABILITY. If there is more than one Borrower and/or Guarantor, the
obligations and covenants of each Borrower and/or Guarantor shall be joint and several.






	18.	 	AMENDMENTS. This Note may not be changed or amended 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 change or amendment of any provision
of this Note 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.






	19.	 	GOVERNING LAW. This Note shall be governed by and construed in accordance with the laws of
the state in which the Property is located.






	20.	 	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 Note or
any of the other Loan Documents, or the relationship of Borrower and Lender hereunder or
thereunder.






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






	22.	 	REGISTRATION. This Note shall be deemed to be in registered form at Lender’s sole election.
Such election may be made at any time without endorsement of this Note or any other action by
Borrower. Borrower shall recognize any such election and, upon request by Lender, shall
cooperate with Lender at Lender’s expense to facilitate the consummation of such election.





IN WITNESS WHEREOF, this Note has been executed and delivered this 1st day of September, 2010.



BORROWER:



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


Delaware limited liability company



By: /s/ Danny Prosky

Name: Danny Prosky

Title: Authorized Signatory