EX-10.6






PROMISSORY NOTE




	 	 	 
	U.S. $26,810,000.00
	 	September 16, 2010

Seattle, Washington







FOR VALUE RECEIVED, GRUBB & ELLIS HEALTHCARE REIT II, INC., a Maryland corporation, G&E HC REIT II
BASTIAN SNF, LLC, a Delaware limited liability company, G&E HC REIT II CHARLOTTESVILLE SNF, LLC, a
Delaware limited liability company, G&E HC REIT II LEBANON SNF, LLC, a Delaware limited liability
company, G&E HC REIT II LOW MOOR SNF, LLC, a Delaware limited liability company, and G&E HC REIT II
MIDLOTHIAN SNF, LLC, a Delaware limited liability company (“Borrowers”), jointly and severally
promise to pay to the order of KEYBANK NATIONAL ASSOCIATION, a national banking association
(“Lender”), having an address at Key Healthcare Finance, 1301 Fifth Avenue, 23rd Floor,
Mailcode: WA 31-13-2313, Seattle, WA 98101, the principal sum of TWENTY SIX MILLION, EIGHT HUNDRED
TEN THOUSAND and NO/100 DOLLARS ($26,810,000.00), or so much thereof as may be advanced from time
to time, and interest from the date hereof on the balance of principal from time to time
outstanding, in United States currency, at the rates and at the times hereinafter described.



This Note is issued by Borrowers pursuant to that certain Loan Agreement of even date herewith (the
“Loan Agreement”) entered into between Lender and Borrowers and is the Note as defined in the Loan
Agreement. This Note evidences the Loan (as defined in the Loan Agreement). Payment of this Note
is governed by the Loan Agreement, the terms of which are incorporated herein by express reference
as if fully set forth herein. Capitalized terms used and not otherwise defined herein shall have
the meanings given to them in the Loan Agreement.




	1.	 	Interest. The principal amount hereof outstanding from time to time shall bear
interest until paid in full at the Applicable Rate.






	2.	 	Monthly Payments. Borrower shall make monthly payments of interest in arrears on the
tenth (10) day of each calendar month in the amount of all interest accrued during the
immediately preceding calendar month. In addition, Borrower shall make payments of principal
as provided in the Loan Agreement. All payments on account of the indebtedness evidenced by
this Note shall be made to Lender prior to the close of business on the day when due in lawful
money of the United States and shall be first applied to late charges, costs of collection or
enforcement and other similar amounts due, if any, under this Note and any of the other Loan
Documents, then to interest due and payable hereunder and the remainder to principal due and
payable hereunder.






	3.	 	Maturity Date. The indebtedness evidenced hereby shall mature on the Maturity Date.
On the Maturity Date, the entire outstanding principal balance hereof, together with accrued
and unpaid interest and all other sums evidenced by this Note, shall, if not sooner paid,
become due and payable.






	4.	 	General Provisions.






	 	(a)	 	In the event (i) the principal balance hereof is not paid when due whether by
acceleration or upon the Maturity Date or (ii) an Event of Default exists, then the
principal balance hereof shall bear interest at the Default Rate. In addition, for
any installment (exclusive of the payment due upon the Maturity Date) which is not
paid within five (5) days after the due date thereof, a late charge equal to four
percent (4%) of the amount of such installment shall be due and payable to the holder
of this Note on demand to cover the extra expense involved in handling delinquent
payments.






	 	(b)	 	Borrowers agree that the obligation evidenced by this Note is an exempt
transaction under the Truth-in-Lending Act, 15 U.S.C. § 1601, et seq.






	 	(c)	 	The parties hereto intend and believe that each provision in this Note
comports with all applicable local, state and federal laws and judicial decisions.
However, if any provision or provisions, or if any portion of any provision or
provisions, in this Note is found by a court of law to be in violation of any
applicable local, state or federal ordinance, statute, law, administrative or judicial
decision, or public policy, and if such court should declare such portion, provision
or provisions of this Note to be illegal, invalid, unlawful, void or unenforceable as
written, then it is the intent of all parties hereto that such portion, provision or
provisions shall be given force to the fullest possible extent that they are legal,
valid and enforceable, that the remainder of this Note shall be construed as if such
illegal, invalid, unlawful, void or unenforceable portion, provision or provisions
were not contained therein, and that the rights, obligations and interest of Borrowers
and the holder or holders hereof under the remainder of this Note shall continue in
full force and effect. All agreements herein are expressly limited so that in no
contingency or event whatsoever, whether by reason of advancement of the proceeds
hereof, acceleration of maturity of the unpaid principal balance hereof, or otherwise,
shall the amount paid or agreed to be paid to the holders hereof for the use,
forbearance or detention of the money to be advanced hereunder exceed the highest
lawful rate permissible under applicable usury laws. If, from any circumstances
whatsoever, the fulfillment of any provision hereof, at the time performance of such
provision shall be due, shall involve transcending the limit of validity prescribed by
law which a court of competent jurisdiction may deem applicable hereto, then, ipso
facto, the obligation to be fulfilled shall be reduced to the limit of such validity
and if from any circumstance the holder hereof shall ever receive as interest an
amount which would exceed the highest lawful rate, such amount which would be
excessive interest shall be applied to the reduction of the unpaid principal balance
due hereunder and not to the payment of interest.






	 	(d)	 	This Note and all provisions hereof shall be binding upon Borrowers and all
persons claiming under or through Borrowers, and shall inure to the benefit of Lender,
together with its successors and assigns, including each owner and holder from time to
time of this Note.






	 	(e)	 	Time is of the essence as to all dates set forth herein.






	 	(f)	 	Borrowers agree that their liability shall not be in any manner affected by
any indulgence, extension of time, renewal, waiver, or modification granted or
consented to by Lender; and Borrowers consent to any indulgences 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, or any part thereof, with or without substitution, and
agrees to the addition or release of any Borrowers, endorsers, guarantors, or
sureties, all whether primarily or secondarily liable, without notice to Borrowers and
without affecting their liability hereunder.






	 	(g)	 	Borrowers hereby waive and renounce for themselves, their successors and
assigns, all rights to the benefits of any statute of limitations and any moratorium,
reinstatement, marshalling, forbearance, valuation, stay, extension, redemption,
appraisement, or exemption and homestead laws now provided, or which may hereafter be
provided, by the laws of the United States and of any state thereof against the
enforcement and collection of the obligations evidenced by this Note.






	 	(h)	 	If this Note is placed in the hands of attorneys for collection or is
collected through any legal proceedings, Borrowers promise and agree to pay, in
addition to the principal, interest and other sums due and payable hereon, all
reasonable out-of-pocket costs of collecting or attempting to collect this Note,
including all reasonable attorneys’ fees and disbursements.






	 	(i)	 	All parties now or hereafter liable with respect to this Note, whether
Borrowers, principal, surety, guarantor, endorsee or otherwise hereby severally waive
presentment for payment, demand, notice of nonpayment or dishonor, protest and notice
of protest. No failure to accelerate the indebtedness evidenced hereby, acceptance of
a past due installment following the expiration of any cure period provided by this
Note, any Loan Document or applicable law, or indulgences granted from time to time
shall be construed (i) as a novation of this Note or as a reinstatement of the
indebtedness evidenced hereby or as a waiver of such right of acceleration or of the
right of Lender thereafter to insist upon strict compliance with the terms of this
Note, or (ii) to prevent the exercise of such right of acceleration or any other right
granted hereunder or by the laws of the State of Virginia. Borrowers hereby expressly
waive the benefit of any statute or rule of law or equity now provided, or which may
hereafter be provided, which would produce a result contrary to or in conflict with
the foregoing.





THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
VIRGINIA WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES AND ANY APPLICABLE LAWS OF THE UNITED STATES
OF AMERICA. Lender is making the Loan to Borrowers for the purpose of acquiring the Facilities
located in the Commonwealth of Virginia. Accordingly, Borrowers agree that this Note shall be
construed, enforced and otherwise governed by the laws of the Commonwealth of Virginia.



Borrowers have delivered this Note as of the day and year first set forth above.



GRUBB & ELLIS HEALTHCARE REIT II, INC.,


a Maryland corporation



	 	 	 
	By: /s/ Danny Prosky

	Name:

	 	Danny Prosky






Title: President, Chief Operating Officer



G&E HC REIT II BASTIAN SNF, LLC,


a Delaware limited liability company



By: G&E HC REIT II Virginia SNF Portfolio LLC,


a Delaware limited liability company, its sole member



By: Grubb & Ellis Healthcare REIT II Holdings, LP,


a Delaware limited partnership, its sole member



By: Grubb & Ellis Healthcare REIT II, Inc.,





a Maryland corporation, its General Partner



	 	 	 
	By: /s/ Danny Prosky

	Name:

	 	Danny Prosky






Title: Pres., Chief Operating Officer



G&E HC REIT II CHARLOTTESVILLE SNF, LLC,


a Delaware limited liability company



By: G&E HC REIT II Virginia SNF Portfolio LLC,


a Delaware limited liability company, its sole member



By: Grubb & Ellis Healthcare REIT II Holdings, LP,


a Delaware limited partnership, its sole member



By: Grubb & Ellis Healthcare REIT II, Inc.,





a Maryland corporation, its General Partner



	 	 	 
	By: /s/ Danny Prosky

	Name:

	 	Danny Prosky






Title: Pres., Chief Operating Officer



G&E HC REIT II LEBANON SNF, LLC,


a Delaware limited liability company



By: G&E HC REIT II Virginia SNF Portfolio LLC,


a Delaware limited liability company, its sole member



By: Grubb & Ellis Healthcare REIT II Holdings, LP,


a Delaware limited partnership, its sole member



By: Grubb & Ellis Healthcare REIT II, Inc.,





a Maryland corporation, its General Partner



	 	 	 
	By: /s/ Danny Prosky

	Name:

	 	Danny Prosky






Title: Pres., Chief Operating Officer



G&E HC REIT II LOW MOOR SNF, LLC,


a Delaware limited liability company



By: G&E HC REIT II Virginia SNF Portfolio LLC,


a Delaware limited liability company, its sole member



By: Grubb & Ellis Healthcare REIT II Holdings, LP,


a Delaware limited partnership, its sole member



By: Grubb & Ellis Healthcare REIT II, Inc.,





a Maryland corporation, its General Partner



	 	 	 
	By: /s/ Danny Prosky

	Name:

	 	Danny Prosky






Title: Pres., Chief Operating Officer



G&E HC REIT II MIDLOTHIAN SNF, LLC,


a Delaware limited liability company



By: G&E HC REIT II Virginia SNF Portfolio LLC,


a Delaware limited liability company, its sole member



By: Grubb & Ellis Healthcare REIT II Holdings, LP,


a Delaware limited partnership, its sole member



By: Grubb & Ellis Healthcare REIT II, Inc.,





a Maryland corporation, its General Partner



	 	 	 
	By: /s/ Danny Prosky

	Name:

	 	Danny Prosky






Title: Pres., Chief Operating Officer