EX-10.12






Credit Agreement




Dated as of June 30, 2011




By and Among




Grubb & Ellis Healthcare REIT II Holdings, LP,

as the Borrower




the Lenders from time to time parties hereto,

as Lenders




and

KeyBank National Association,

as Lead Arranger, a Lender and Agent




	 	 	 	 	 	 	 	 	 
	ARTICLE 1.DEFINITIONS.
	 	 	1	 	 	 	 	 
	Section 1.1
	 	Defined Terms.	 	 	1	 
	Section 1.2
	 	GAAP.	 	 	21	 
	ARTICLE 2.REVOLVING CREDIT COMMITMENTS; REVOLVING CREDIT LOANS.
	 	 	21	 
	Section 2.1
	 	Revolving Credit Loans.	 	 	21	 
	Section 2.2
	 	Notices Relating to Revolving Credit Loans.	 	 	22	 
	Section 2.3
	 	Disbursement of Loan Proceeds.	 	 	22	 
	Section 2.4
	 	Notes.	 	 	23	 







	 	 	 	Section 2.5 Payment of Revolving Credit Loans; Termination of and Voluntary Changes
in Commitments; Mandatory Repayments. 23	 





	 	 	 	 	 	 	 	 	 
	Section 2.6
	 	Interest.	 	 	24	 
	Section 2.7
	 	Fees.	 	 	25	 
	Section 2.8
	 	Use of Proceeds of Loans.	 	 	26	 
	Section 2.9
	 	Computations.	 	 	26	 
	Section 2.10
	 	Minimum Amounts of Borrowings, Conversions and Repayments.26	 	 	 	 
	Section 2.11
	 	Time and Method of Payments.	 	 	26	 
	Section 2.12
	 	Lending Offices.	 	 	27	 
	Section 2.13
	 	Several Obligations.	 	 	27	 
	Section 2.14
	 	Pro Rata Treatment Among Lenders.	 	 	27	 
	Section 2.15
	 	Non-Receipt of Funds by the Agent.	 	 	27	 
	Section 2.16
	 	Sharing of Payments and Set-Off Among Lenders.	 	 	28	 
	Section 2.17
	 	Conversion of Loans;  Special Provisions re Prime Rate Loans.	 	 	28	 
	Section 2.18
	 	Additional Costs; Capital Requirements.	 	 	29	 
	Section 2.19
	 	Limitation on Types of Loans.	 	 	30	 
	Section 2.20
	 	Illegality.	 	 	31	 
	Section 2.21
	 	Certain Conversions pursuant to Sections 2.18 and 2.20.	 	 	31	 
	Section 2.22
	 	Indemnification.	 	 	31	 
	Section 2.23
	 	Special Provisions Regarding Defaulting Lenders	 	 	32	 
	Section 2.24
	 	Extension of Revolving Credit Commitment Termination Date	 	 	33	 
	Section 2.25
	 	Increase in Total Revolving Credit Commitment.	 	 	34	 
	ARTICLE 3.REPRESENTATIONS AND WARRANTIES.
	 	 	35	 
	Section 3.1
	 	Organization.	 	 	35	 
	Section 3.2
	 	Power, Authority, Consents.	 	 	35	 
	Section 3.3
	 	No Violation of Law or Agreements.	 	 	36	 
	Section 3.4
	 	Due Execution, Validity, Enforceability.	 	 	36	 
	Section 3.5
	 	Title to Properties.	 	 	36	 
	Section 3.6
	 	Judgments, Actions, Proceedings.	 	 	36	 
	Section 3.7
	 	No Defaults, Compliance With Laws.	 	 	37	 
	Section 3.8
	 	Burdensome Documents.	 	 	37	 
	Section 3.9
	 	Financial Statements.	 	 	37	 
	Section 3.10
	 	Tax Returns.	 	 	37	 
	Section 3.11
	 	Intangible Assets.	 	 	38	 
	Section 3.12
	 	Regulation U.	 	 	38	 
	Section 3.13
	 	Name Changes, Mergers, Acquisitions.	 	 	38	 
	Section 3.14
	 	Full Disclosure.	 	 	38	 
	Section 3.15
	 	Licenses and Approvals.	 	 	38	 
	Section 3.16
	 	ERISA.	 	 	39	 
	Section 3.17
	 	Governmental Regulation	 	 	39	 
	Section 3.18
	 	USA Patriot Act	 	 	39	 
	Section 3.19
	 	REIT Status.	 	 	40	 
	Section 3.20
	 	Solvency	 	 	40	 
	ARTICLE 4.CONDITIONS TO THE LOANS.
	 	 	 	 	 	 	40	 
	Section 4.1
	 	Conditions to Initial Loan(s).	 	 	40	 
	Section 4.2
	 	Conditions to All Loans.	 	 	44	 
	ARTICLE 5.DELIVERY OF FINANCIAL REPORTS, DOCUMENTS AND OTHER INFORMATION.
	 	 	45	 
	Section 5.1
	 	Annual Financial Statements.	 	 	45	 
	Section 5.2
	 	Quarterly Financial Statements.	 	 	45	 
	Section 5.3
	 	Compliance Information.	 	 	46	 
	Section 5.4
	 	Compliance Certificate;  Borrowing Base Certificate.	 	 	46	 
	Section 5.5
	 	Monthly Information	 	 	46	 
	Section 5.6
	 	Intentionally Omitted.	 	 	47	 
	Section 5.7
	 	Business Plan and Projections.	 	 	47	 
	Section 5.8
	 	USA Patriot Act  Reports.	 	 	47	 
	Section 5.9
	 	Accountants’ Reports.	 	 	47	 
	Section 5.10
	 	Copies of Documents.	 	 	47	 
	Section 5.11
	 	Notices of Defaults.	 	 	48	 
	Section 5.12
	 	ERISA Notices and Requests.	 	 	48	 
	Section 5.13
	 	Additional Information.	 	 	48	 
	ARTICLE 6.AFFIRMATIVE COVENANTS.
	 	 	 	 	 	 	48	 
	Section 6.1
	 	Books and Records.	 	 	49	 
	Section 6.2
	 	Inspections and Audits.	 	 	49	 
	Section 6.3
	 	Maintenance and Repairs.	 	 	49	 
	Section 6.4
	 	Continuance of Business.	 	 	49	 
	Section 6.5
	 	Copies of Corporate Documents.	 	 	49	 
	Section 6.6
	 	Perform Obligations.	 	 	50	 
	Section 6.7
	 	Notice of Litigation.	 	 	50	 
	Section 6.8
	 	Insurance	 	 	50	 
	Section 6.9
	 	[Intentionally Omitted]	 	 	50	 
	Section 6.10
	 	Notice of Certain Events.	 	 	50	 
	Section 6.11
	 	Comply with ERISA.	 	 	51	 
	Section 6.12
	 	Environmental Compliance.	 	 	51	 
	Section 6.13
	 	Election and Maintenance of REIT Status.	 	 	51	 
	Section 6.14
	 	Post Closing Lien Searches	 	 	51	 
	Section 6.15
	 	Appraisals	 	 	51	 
	Section 6.16
	 	Casualty and Condemnation – In General	 	 	52	 
	Section 6.17
	 	Casualty and Condemnation – Philadelphia Facilities	 	 	53	 
	Section 6.18
	 	Advisory and Management	 	 	54	 
	Section 6.19
	 	Post Closing Covenant(s)	 	 	55	 
	ARTICLE 7.NEGATIVE COVENANTS.
	 	 	 	 	 	 	55	 
	Section 7.1
	 	Indebtedness.	 	 	55	 
	Section 7.2
	 	Liens.	 	 	56	 
	Section 7.3
	 	Guaranties.	 	 	56	 
	Section 7.4
	 	Mergers, Acquisitions.	 	 	56	 
	Section 7.5
	 	Distributions.	 	 	57	 
	Section 7.6
	 	Changes in Structure.	 	 	57	 
	Section 7.7
	 	Disposition of Assets.	 	 	57	 
	Section 7.8
	 	Investments.	 	 	57	 
	Section 7.9
	 	Fiscal Year.	 	 	59	 
	Section 7.10
	 	ERISA Obligations.	 	 	59	 
	Section 7.11
	 	Negative Financial Covenants	 	 	59	 
	Section 7.12
	 	Use of Cash.	 	 	60	 
	Section 7.13
	 	Transactions with Affiliates.	 	 	60	 
	Section 7.14
	 	Hazardous Material.	 	 	60	 
	Section 7.15
	 	Subordinated Intercompany Indebtedness	 	 	61	 
	ARTICLE 8.EVENTS OF DEFAULT.
	 	 	 	 	 	 	61	 
	Section 8.1
	 	Payments.	 	 	61	 
	Section 8.2
	 	Certain Covenants.	 	 	61	 
	Section 8.3
	 	Other Covenants.	 	 	61	 
	Section 8.4
	 	Other Defaults.	 	 	62	 
	Section 8.5
	 	Representations and Warranties.	 	 	62	 
	Section 8.6
	 	Bankruptcy.	 	 	62	 
	Section 8.7
	 	Judgments.	 	 	63	 
	Section 8.8
	 	ERISA.	 	 	63	 
	Section 8.9
	 	Material Adverse Effect.	 	 	63	 
	Section 8.10
	 	Ownership.	 	 	63	 
	Section 8.11
	 	REIT Status;  Material Licenses and Permits.	 	 	64	 
	Section 8.12
	 	Environmental.	 	 	64	 
	Section 8.13
	 	Default by Operator.	 	 	64	 
	Section 8.14
	 	Invalidity of Loan Documents, etc	 	 	64	 
	Section 8.15
	 	Effect of Event of Default;  Remedies	 	 	65	 
	ARTICLE 9.THE AGENT.
	 	 	 	 	 	 	66	 
	Section 9.1
	 	Appointment, Powers and Immunities.	 	 	66	 
	Section 9.2
	 	Reliance by Agent.	 	 	67	 
	Section 9.3
	 	Events of Default.	 	 	67	 
	Section 9.4
	 	Rights as a Lender.	 	 	67	 
	Section 9.5
	 	Indemnification.	 	 	68	 
	Section 9.6
	 	Non-Reliance on Agent and other Lenders.	 	 	68	 
	Section 9.7
	 	Failure to Act.	 	 	68	 
	Section 9.8
	 	Resignation or Removal of Agent.	 	 	69	 
	Section 9.9
	 	Sharing of Payments.	 	 	69	 
	ARTICLE 10.MISCELLANEOUS PROVISIONS.
	 	 	 	 	 	 	70	 
	Section 10.1
	 	Fees and Expenses; Indemnity.	 	 	70	 
	Section 10.2
	 	Taxes.	 	 	71	 
	Section 10.3
	 	Payments.	 	 	72	 
	Section 10.4
	 	Survival of Agreements and Representations; Construction.	 	 	72	 
	Section 10.5
	 	Lien on and Set-off of Deposits.	 	 	73	 
	Section 10.6
	 	Modifications, Consents and Waivers; Entire Agreement.	 	 	73	 
	Section 10.7
	 	Remedies Cumulative; Counterclaims.	 	 	73	 
	Section 10.8
	 	Further Assurances.	 	 	74	 
	Section 10.9
	 	Notices.	 	 	74	 
	Section 10.10
	 	Counterparts.	 	 	76	 
	Section 10.11
	 	Severability.	 	 	76	 
	Section 10.12
	 	Binding Effect; No Assignment or Delegation by Borrower.	 	 	76	 
	Section 10.13
	 	Assignments and Participations by Lenders.	 	 	76	 
	Section 10.14
	 	Delivery of Tax Forms.	 	 	79	 
	Section 10.15
	 	Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury	 	 	79	 
	Section 10.16
	 	USA Patriot Act Notice; Anti-Money Laundering.	 	 	80	 
	Section 10.17
	 	Removal and Replacement of Defaulting Lenders.	 	 	81	 







	 	 	 	Section 10.18 Pledge of Intercompany Notes and Borrower’s Interest in Mortgages. 81	 






	 	 	 	Section 10.19 Provisions re Assigned Credit Advance Value 81	 





	 	 	 	 	 
	Schedule 3.1 O

Schedule 3.6

Schedule 3.7

Schedule 3.8

Schedule 3.13

Schedule 3.16

Schedule 7.1

Schedule 7.2

Schedule 7.3

	 	rganiz
	 	ation; Capitalization; Subsidiaries

Judgments, Actions, Proceedings

Defaults

Burdensome Documents

Name Changes; Mergers Acquisitions

ERISA

Permitted Indebtedness

Permitted Liens

Permitted Guaranties
	Exhibit A

Exhibit B-1

Exhibit B-2

Exhibit C-1

Exhibit C-2

Exhibit D

Exhibit E

Exhibit F

Exhibit G

Exhibit H

Exhibit I

Exhibit J

	 	-

-

-

-

-

-

-

-

-

-

-

-
	 	Form of Revolving Credit Note

Form of Parent Guaranty Agreement

Form of Subsidiary Guaranty Agreement

Form of Mortgage Agreement

Form of Assignment of Leases and Rents

Form of Compliance Certificate

Form of Borrowing Base Certificate

Form of Assignment and Acceptance

Form of Borrowing Notice (Borrowing)

Form of Borrowing Notice (Conversion)

Insurance Requirements

Form of Environmental Indemnity Agreement






Credit Agreement 




This Credit Agreement dated as of June 30, 2011 (as amended or supplemented from time
to time hereafter, this “Agreement”), is by and among, Grubb & Ellis Healthcare REIT II
Holdings, LP, a Delaware limited partnership (“Borrower”); KeyBank National
Association, a national banking association, as Administrative Agent for the Lenders (in such
capacity, together with its successors in such capacity, the “Agent”); and the several financial
institutions from time to time party to this Agreement, as Lenders (hereinafter referred to as
“Lenders” or “Banks”);



Recitals:




The Lenders have agreed to make available to the Borrower various Revolving Credit Loans (as
defined below) upon the terms and conditions set forth herein.



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



	 	 	 	 	 
	Article 1.
	 	Definitions.

	 	

	 	 	 

	 	

	 	 	Section 1.1

	 	Defined Terms.
	 	 	
 
	 	 






As used in this Agreement, the following terms shall have the following meanings:



“Acquisition” – the acquisition of title to an Eligible Facility by any Subsidiary Guarantor.



“Acquisition Date” – the date (a) of any Acquisition of any Eligible Facility by any
Subsidiary Guarantor and (b) all other conditions set forth in Section 4 with respect to any
advance of Loan proceeds have been satisfied.



“Advance Value” - sixty-five percent (65%) of any individual Eligible Asset’s Appraised Value;
provided, however, that if an individual Eligible Asset is subject to a Purchase Option, the
Advance Value will be the lesser of sixty-five percent (65%) of such individual Eligible Asset’s
Appraised Value or 100% of net cash purchase price set forth in such Purchase Option; provided,
further, that the Advance Value for the proposed Eligible Facility located in Charlottesville,
Virginia will be $7,600,000.



“Advisor” – Grubb & Ellis Healthcare REIT II Advisor, LLC, a Delaware limited liability
company or any successor or replacement thereof reasonably satisfactory to the Agent and Required
Lenders and otherwise satisfying the requirements of Section 6.18.



”Advisory Agreement” - that certain Advisory Agreement dated as of June 1, 2011 among
Borrower, Parent Guarantor and Advisor.



“Additional Costs” - as defined in subsection 2.18(b) hereof.



“Affected Loans” - as defined in Section 2.21 hereof.



“Affected Type” - as defined in Section 2.21 hereof



“Affiliate” - as to any Person, any other Person that directly or indirectly controls, or is
under common control with, or is controlled by, such Person. As used in this definition, “control”
(including, with its correlative meanings, “controlled by” and “under common control with”) shall
mean possession, directly or indirectly, of power to direct or cause the direction of management or
policies (whether through ownership of securities or partnership or other ownership interests, by
contract or otherwise), provided that, in any event: (a) any Person that owns directly or
indirectly ten (10%) percent or more of the securities having ordinary voting power for the
election of directors or other governing body of a corporation or ten (10%) percent or more of the
partnership or other ownership interests of any other Person (other than as a limited partner of
such other Person) will be deemed to control such corporation or other Person; and (b) each ten
(10%) percent or more shareholder, each director and executive officer of any Loan Party shall be
deemed to be an Affiliate of such Loan Party.



“Agent” – as defined in the introductory paragraph hereof.



“Alternate Base Rate” - for any day, a fluctuating interest rate per annum as shall be in
effect from time to time which rate per annum shall at all times be equal to the greatest of (i)
the rate of interest established by KeyBank National Association, from time to time, as its “prime
rate,” whether or not publicly announced, which interest rate may or may not be the lowest rate
charged by it for commercial loans or other extensions of credit; (ii) the Federal Funds Rate in
effect from time to time, determined one Business Day in arrears, plus 1/2 of 1% per annum; and
(iii) the then-applicable interest rate for LIBOR Loans, plus 1.00% per annum.



“Applicable Margin” - as at any date of determination, with respect to LIBOR Loans or Base
Rate Loans, Three and 50/100 (3.50%) percent per annum, and, with respect to Prime Rate Loans, zero
and 75/100 (0.75%) percent per annum.



“Appraisal” - an appraisal providing an assessment of the fair market value of a Property
(whether appraised on a stand-alone basis or “in bulk” together with similar Properties) which is
independently and impartially prepared by an MAI appraiser having substantial experience in the
appraisal of health care facilities and conforming to Uniform Standards of Professional Appraisal
Practice adopted by the Appraisal Standards Board of the Appraisal Foundation.



“Appraised Value” - with respect to any Facility or Property comprised of real estate, the
value (based upon the lesser of cost or value) of such Facility or Property reflected in the most
recent Appraisal prepared with respect to such Facility or Property and using the following
capitalization rates: 8.5% for medical office buildings; 8.0% for independent living facilities;
9.0% for assisted living facilities and hospitals; 10.0% for memory care facilities; and 13.0%
for skilled nursing facilities.



“Assessment Rate” - at any time, the rate (rounded upwards, if necessary, to the nearest 1/100
of one (1%) percent) then charged by the Federal Deposit Insurance Corporation (or any successor)
to the Agent for deposit insurance for Dollar time deposits with the Agent at its Principal Office.



“Assigned Credit Advance Value” – with respect to each Eligible Facility, the amount of that
portion of the Revolving Credit Loan advanced hereunder for the Acquisition of such Eligible
Facility (which, as of June 30, 2011 is as set forth below) together with all accrued and unpaid
interest and fees thereon:



	 	 	 	 	 	 	 
	Subsidiary Guarantor	 	Property Location	 	Assigned Credit
	 	 	 	 	Advance Value
	G&E HC REIT II Care

Pavilion Pavilion,

L.P

	 	Philadelphia, Pennsylvania





	 	$22,256,597






	 

	 	 
	 	 	 	 
	G&E HC REIT II

Cheltenham York SNF,

L.P

	 	Philadelphia, Pennsylvania





	 	$13,066,834






	 

	 	 
	 	 	 	 
	G&E HC REIT II

Cliveden SNF, L.P

	 	Philadelphia, Pennsylvania



	 	$3,604,402




	 

	 	 
	 	 	 	 
	G&E HC REIT II

Maplewood Manor SNF,

L.P

	 	Philadelphia, Pennsylvania





	 	$1,100,141






	 

	 	 
	 	 	 	 
	G&E HC REIT II Tucker

House SNF, L.P

	 	Philadelphia, Pennsylvania



	 	$1,126,986




	 

	 	 
	 	 	 	 
	G&E HC REIT II Yuma

SNF, LLC

	 	Yuma, Arizona



	 	$8,750,000




	 

	 	 
	 	 	 	 
	G&E HC REIT II

Charlottesville SNF,

LLC

	 	Charlottesville, Virginia





	 	$7,600,000






	 

	 	 
	 	 	 	 
	G&E HC REIT II

Fincastle SNF, LLC

	 	Fincastle, Virginia (Note:

This Facility is not

currently an Eligible

Facility)
	 	$0








	 

	 	 
	 	 	 	 
	G&E HC REIT II Hot

Springs SNF, LLC

	 	Hot Springs, Virginia



	 	$1,755,000




	 

	 	 
	 	 	 	 
	G&E HC REIT II

Midlothian SNF, LLC

	 	Midlothian, Virginia



	 	$11,879,000




	 

	 	 
	 	 	 	 
	TOTAL

	 	 	 	$	71,138,960	 
	 

	 	 	 	 	 	 






“Assignment and Acceptance” - an agreement in the form of Exhibit F hereto.



“Assignment(s) of Leases and Rents” – any assignment of leases and rents or similar document
encumbering real property constituting a Eligible Facility for which any Loan Party is the
assignor, substantially in the form of Exhibit C-2 attached hereto (as revised to comply with local
law and practice).



“Bank(s)” - the meaning specified in the introductory paragraph hereto.



“Bankruptcy Code” - Title 11 of the United States Code entitled “Bankruptcy,” as now and
hereafter in effect, or any successor statute.



“Base Rate Loans” - Loans that bear interest at a rate based upon the Alternate Base Rate.



“Borrower” – as defined in the introductory paragraph hereof.



“Borrowing Base” - shall mean as of any time the same is to be determined an amount equal to
the lesser of (a) Advance Value of each Eligible Facility at the time of the respective Acquisition
Date therefor, which shall be based on an Appraisal acceptable to the Agent in its reasonable
discretion, or (b) an amount which results in a 1.35 to 1.00 debt service coverage based upon the
following assumed factors: (i) the stabilized pro forma Net Operating Income developed by the
Agent for the Eligible Facilities, (ii) interest payable hereunder at the pro forma Implied
Interest Rate, and (iii) amortization payable under a thirty (30) year amortization schedule.



Notwithstanding the foregoing, any Facility meeting the following criteria will not be
included in the Borrowing Base: (a) the Operator or any Substantial Tenant of such Facility is
bankrupt, insolvent or is otherwise the subject of any proceedings similar in nature to those set
forth in Section 8.6 hereof, (b) the Operator or any Substantial Tenant of such Facility is more
than ninety (90) days past due on its obligations of any lease pertaining to such Facility (without
giving effect to any waivers granted by the applicable lessor or amendments to such lease) unless
otherwise consented to by Agent (in its sole discretion) with respect to Operators or Substantial
Tenants that are Affiliates of the Borrower, (c) such Facility ceases to be an Eligible Facility
(including, without limitation, any Facility that has a Project Yield on its Acquisition Date of
less than 11.5% or thereafter has a Project Yield of less than 9.5%), and (d) any Eligible Facility
removed from the Borrowing Base pursuant to the terms of Section 7.7 hereof.



The Borrowing Base shall be adjusted promptly upon each Acquisition or Disposition upon
receipt of each Borrowing Base Certificate to reflect such additions or deletions of Eligible
Facilities and other adjustments as set forth in this Agreement.



“Borrowing Base Certificate” – the certificate in the form of Exhibit E hereto which is
required to be delivered from time to time to Agent and Lenders in accordance with Section 4.2(a)
and Article 5 hereof.



“Borrowing Notice” - as applicable, a written notice with respect to each termination or
reduction of the Revolving Credit Commitments, each borrowing (substantially in the form of Exhibit
G), conversion (substantially in the form of Exhibit H), repayment and prepayment of each Revolving
Credit Loan and of the duration of each Interest Period applicable to each LIBOR Loan.



“Business Day” - any day other than Saturday, Sunday or any other day on which commercial
Lenders in the States of Ohio or New York are authorized or required to close under the laws of
such States.



“Capital Expenditures” - for any period, the aggregate amount of all payments made or to be
made during such period by any Person directly or indirectly for the purpose of acquiring,
constructing or maintaining fixed assets, real property or equipment that, in accordance with GAAP,
would be added as a debit to the fixed asset account of such Person, including, without limitation,
all amounts paid or payable during such period with respect to Capitalized Lease Obligations and
interest that are required to be capitalized in accordance with GAAP.



“Capitalized Lease” - any lease, the obligations to pay rent or other amounts under which
constitute Capitalized Lease Obligations.



“Capitalized Lease Obligations” - as to any Person, the obligations of such Person to pay rent
or other amounts under a lease of (or other agreement conveying the right to use) real and/or
personal property which obligations are required to be classified and accounted for as a capital
lease on a balance sheet of such Person under GAAP and, for purposes of this Agreement, the amount
of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.



“Cash” or “Cash Equivalents” - assets properly classified as “marketable securities”, “cash”,
“cash equivalents” or “short term investments” under GAAP.



“CERCLA” - the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42
U.S.C. §9601, et seq.



“Closing Date” - the date on which all such conditions precedent set forth in Section 4.1 and
otherwise to initial funding of the Revolving Credit Loans have been satisfied or waived in writing
by the Agent and the Lenders



“Code” - the Internal Revenue Code of 1986, as it may be amended from time to time, and the
regulations promulgated thereunder.



“Collateral Document” – each Mortgage, Assignment of Leases and Rents, security agreement,
pledge, UCC financing statement and other document or instrument creating, perfecting or otherwise
pertaining to Liens and security interests from Borrower and/or each Subsidiary Guarantor in favor
of Agent securing the Obligations hereunder and under each other Loan Document.



“Compliance Certificate” - a certificate in the form of Exhibit D annexed hereto, executed by
a Responsible Officer of Borrower and the Parent Guarantor to the effect that, to such Responsible
Officers’ knowledge (after due inquiry into the matters being certified): (a) as of the effective
date of the certificate, no Default or Event of Default under this Agreement exists or would exist
after giving effect to the action intended to be taken by the Borrower as described in such
certificate, including, without limitation, that the covenants set forth in Section 7.11 hereof
would not be breached after giving effect to such action, together with a calculation in reasonable
detail, and in form and substance satisfactory to the Agent, of such compliance, and (b) the
representations and warranties contained in Article 3 hereof are true and with the same effect as
though such representations and warranties were made on the date of such certificate, except for
changes in the ordinary course of business none of which, either singly or in the aggregate, have
had a Material Adverse Effect.



“Computation Period” - each period of preceding one (1) consecutive fiscal quarter.



“Consolidated Net Worth” – at any time, the consolidated stockholders equity of the Parent
Guarantor and its Subsidiaries, all as determined in accordance with GAAP consistently applied.



“Consolidated Total Leverage Ratio” - the ratio of the Consolidated Total Indebtedness of GB
REIT to its Consolidated Total Tangible Asset Value where (i) “Consolidated Total Indebtedness”
means all indebtedness of GB REIT (including all indebtedness of the Subsidiaries) for money
borrowed or for the deferred purchase price of property and lease obligations of GB REIT and its
Subsidiaries which have been, or which in accordance with Statement of Financial Accounting
Standards No. 13, as from time to time amended, should be, capitalized, and including the full
amount of all contingent obligations and all letter of credit reimbursement obligations of GB REIT
and its Subsidiaries (and including GB REIT’s pro rata share based on ownership percentage of any
such indebtedness of other entities in which GB REIT has an ownership interest); and (ii)
“Consolidated Total Tangible Asset Value” means, as of any date, the earnings of GB REIT (including
its Subsidiaries) for the preceding twelve (12) consecutive calendar months, before interest,
taxes, depreciation and amortization (“EBITDA”), calculated in accordance with GAAP, and divided by
the applicable property specific capitalization rate, which, for earnings from: medical office
buildings shall be 8.5%; independent living properties shall be 8%; assisted living properties
and hospitals shall be 9%; memory care facilities shall be 10%; and skilled nursing facilities
shall be 13%.



“Controlled Group” - all members of a controlled group of corporations and all trades or
businesses (whether or not incorporated) under common control which, together with GB REIT, are
treated as a single employer under Section 414(b), 414(c) or 414(m) of the Code and Section 4001
(a)(2) of ERISA.



“Credit Period” - the period commencing on the date of this Agreement and ending on the
Revolving Credit Commitment Termination Date.



“Debt Instrument” - as defined in subsection 8.4(a) hereof.



“Debt Service Coverage Ratio” - for any period, the ratio of (a) the EBITDA of GB REIT (and
its Subsidiaries) for the preceding twelve (12) consecutive calendar months, plus fees and costs
incurred during that period in connection with the purchase of the Eligible Facilities and other
Facilities, to (b) total required payments of principal and interest on the Consolidated Total
Indebtedness of GB REIT and its Subsidiaries during that same period



“Default” - an event which with notice or lapse of time, or both, would constitute an Event of
Default.



“Defaulting Lender” - any Lender which is a Funds Defaulting Lender and/or an Insolvency
Defaulting Lender.



“Disposition” - the sale, lease, conveyance, transfer or other disposition of any Eligible
Facility (whether in one or a series of transactions), including accounts and notes receivable
(with or without recourse), refinancing transactions and sale-leaseback transactions other than to
an Affiliate.



“Dollars” and “$” - lawful money of the United States of America.



“Eligible Assignee” - a commercial bank or other financial institution (other than a
Defaulting Lender) having a combined capital and surplus of at least One Hundred Million
($100,000,000) Dollars.



“Eligible Facility” – any Facility located in any of the fifty (50) states of the United
States of America or the District of Columbia that, as determined by the Agent in its reasonable
discretion: (a) is owned by a Subsidiary Guarantor (or, if such Facility is owned by a proposed
Subsidiary Guarantor that is a Joint Venture, at least ninety-five percent (95%) of the Equity
Interests in such Joint Venture are owned by a Subsidiary Guarantor so long as such Subsidiary
Guarantor is the managing member or general partner of such proposed Subsidiary Guarantor that is a
Joint Venture), (b) is (or, immediately after giving effect to the Acquisition thereof, will be)
free and clear of any adverse Environmental Liabilities, (c) is not (or, immediately after giving
effect to the Acquisition thereof, will not be) encumbered by any Liens other than Permitted Liens,
(d) if all or a substantial portion of such Facility is leased to a third party tenant (or a group
of tenants that are Affiliates) such lease(s) have a remaining term ending not earlier than two (2)
years after the Extended Revolving Credit Commitment Termination Date (assuming, for purposes of
this determination, that the extension right under Section 2.24 may be and has been properly
exercised), (e) if such facility is leased to an Operator or a Substantial Tenant, such lessee has
and maintains all licenses and approvals necessary to operate such Facility, (f) has a Project
Yield on its Acquisition Date of not less than 11.5% (and thereafter has a Project Yield of not
less than 9.5%), and (g) is otherwise reasonably acceptable to Agent.



“Employee Benefit Plan” - any employee benefit plan within the meaning of Section 3(3) of
ERISA which is subject to ERISA and (a) is maintained for employees of the Parent Guarantor or
Borrower, or (b) with respect to which any Loan Party has any liability.



“Environmental Audit” means a Phase One environmental site assessment (the scope and
performance of which meets or exceeds the then most current ASTM Standard Practice E1527-93
Standard Practice for Environmental Site Assessments: Phase One Environmental Site Assessment
Process) of each Eligible Facility.



“Environmental Laws and Regulations” - all federal, state and local environmental laws,
regulations, ordinances, orders, judgments and decrees applicable to the Borrower or any other Loan
Party, or any of their respective assets or properties.



“Environmental Liability” - any liability under any applicable Environmental Laws and
Regulations for any disposal, release or threatened release of a hazardous substance pollutant or
contaminant as those terms are defined under CERCLA, and any liability which would require a
removal, remedial or response action, as those terms are defined under CERCLA, by any person or by
any environmental regulatory body having jurisdiction over the Parent Guarantor and its
Subsidiaries and/or any liability arising under any Environmental Laws and Regulations for the
Parent Guarantor’s or any Subsidiary’s failure to comply with such laws and regulations, including
without limitation, the failure to comply with or obtain any applicable environmental permit.



“Environmental Indemnity Agreement” – that certain Environmental Indemnity Agreement
(substantially in the form attached hereto as Exhibit J) from Borrower and each Subsidiary
Guarantor, jointly and severally, indemnifying Agent and each Lender with regard to all matters
related to Environmental Liability, Environmental Proceedings and other environmental matters as
set forth more fully therein.



“Environmental Proceeding” - any judgment, action, proceeding or investigation pending before
any court or governmental authority, with respect to the Parent Guarantor or any Subsidiary and
arising under or relating to any Environmental Laws and Regulations.



“Equity Interests” - the membership interests, partnership interests, capital stock of any
class or any other equity interest of any Person and options, warrants and other rights to acquire
membership interests, partnership interests, capital stock of any class or any other equity
interest of such Person.



“ERISA” - the Employee Retirement Income Security Act of 1974, as it may be amended from time
to time, and the regulations promulgated thereunder.



“ERISA Affiliate” - as applied to any Loan Party, any corporation, person or trade or business
which is a member of a group which is under common control with any Loan Party, who together with
any Loan Party, is treated as a single employer within the meaning of Section 4l4(b) — (o) of the
Code and, if applicable, Section 4001(a)(l4) and (b) of ERISA.



“Event of Default” - as defined in Article 8 hereof.



“Exit Fee” - as defined in subsection 6.16(c) hereof.



“Extended Revolving Credit Commitment Termination Date” - if the right set forth in Section
2.24 hereof is properly exercised, June 30, 2015.



“Extension Fee” - as defined in subsection 2.24 hereof.



“Facility” –any medical office building, skilled nursing facility, or independent or assisted
living facility acceptable to Agent in its sole discretion.



“Facility Fee” - as defined in subsection 2.7(b) hereof.



“Facility Fee Percentage” – Fifty/100 of One Percent (0.50%) per annum.



“Facility Usage” - as defined in subsection 2.7(b) hereof.



“Federal Funds Rate” - for any day, the weighted average of the rates on overnight federal
funds transactions with member Lenders of the Federal Reserve System arranged by federal funds
brokers as published by the Federal Reserve Bank of New York for such day, or if such day is not a
Business Day, for the next preceding Business Day (or, if such rate is not so published for any
such day, the average rate charged to the Agent on such day on such overnight transactions as
reasonably determined by the Agent).



“Fee(s)” - as defined in subsection 2.7(c) hereof.



“Fee Letter” - as defined in subsection 2.7(a) hereof.



“Financial Statements” - with respect to Parent Guarantor, its audited Consolidated Balance
Sheet as at December 31, 2011, together with the related audited Consolidated Income Statement and
Statement of Changes in Cash Flow for the fiscal year then ended.



“Funds Defaulting Lender” - any Lender that (a) other than at the direction or
request of any regulatory agency or authority, defaults in its obligation to fund any Revolving
Credit Loan, (b) has notified Borrower or Agent in writing, or has made a public statement, that it
does not intend to comply with its obligation to fund any Revolving Credit Loan or its pro rata
share of any payment under Section 9.5, (c) has failed to confirm that it will comply with its
obligation to fund any Revolving Credit Loan or its pro rata share of any payment under Section 9.5
within five (5) Business Days after written request for such confirmation from Agent (which request
may only be made after all conditions to funding have been satisfied); provided that such Lender
shall cease to be a Funds Defaulting Lender upon receipt of such confirmation by Agent, or (d) has
failed to pay to Agent or any other Lender any amount (other than its portion of any Revolving Loan
or amounts required to be paid under Section 9.7 or any other amount that is de minimis) due under
any Loan Document within five (5) Business Days of the date due, unless, in case of each of (a),
(b), (c) and (d) above, such amount is the subject of a good faith dispute.



“Future Commitment” - as defined in subsection 2.23(d) hereof.



“GAAP” - generally accepted accounting principles in the United States in effect from time to
time.



“GB REIT” - Grubb & Ellis Healthcare REIT II, Inc., a Maryland corporation, (and sometimes
also referred to as Parent Guarantor).



“Governmental Authority” - any nation or government, any state or other political subdivision
thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity
exercising executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government, and any corporation or other entity owned or controlled, through stock or
capital ownership or otherwise, by any of the foregoing.



“Guarantor” – GB REIT, as Parent Guarantor and each Subsidiary Guarantor.



“Guaranty” – the Guaranty Agreement from Parent Guarantor and each Person that is, from time
to time, a Subsidiary Guarantor, in the form of Exhibit B attached hereto.



“Hazardous Materials” - any toxic chemical, hazardous substances, contaminants or pollutants,
medical wastes, infectious wastes, or hazardous wastes which have not been remediated in accordance
with applicable Environmental Laws and Regulations.



“Implied Interest Rate” - the interest rate that is the greater of (i) Six and 50/100 percent
(6.50)% per annum, (ii) the then current Interest Rate, or (iii) the sum of Two and 50/100 percent
(2.50)% per annum plus the rate (as reasonably estimated by Agent on the Acquisition Date) of the
then current rate for seven (7) year notes of the United States Treasury.



“Impound Account”- as defined in subsection 8.15 hereof.



“Indebtedness” - with respect to any Person, all: (a) liabilities or obligations, direct and
contingent, which in accordance with GAAP would be included in determining total liabilities as
shown on the liability side of a balance sheet of such Person at the date as of which Indebtedness
is to be determined, including, without limitation, contingent liabilities that in accordance with
such principles, would be set forth in a specific Dollar amount on the liability side of such
balance sheet, and Capitalized Lease Obligations of such Person; (b) liabilities or obligations of
others for which such Person is directly or indirectly liable, by way of guaranty (whether by
direct guaranty, suretyship, discount, endorsement, take-or-pay agreement, agreement to purchase or
advance or keep in funds or other agreement having the effect of a guaranty) or otherwise; (c)
liabilities or obligations secured by Liens on any assets of such Person, whether or not such
liabilities or obligations shall have been assumed by it; (d) liabilities or obligations of such
Person, direct or contingent, with respect to letters of credit issued for the account of such
Person and bankers acceptances created for such Person; and (e) monetary obligations of such Person
under a so-called synthetic lease, off-balance sheet or tax retention lease or under an agreement
for the use or possession of property creating obligations that do not appear on the balance sheet
of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized
as the indebtedness of such Person (without regard to accounting treatment).



“Insolvency Defaulting Lender” - any Lender that (a) has been adjudicated as, or determined by
any Governmental Authority having regulatory authority over such Person or its assets to be,
insolvent, (b) becomes the subject of an insolvency, bankruptcy, dissolution, liquidation or
reorganization proceeding, or (c) becomes the subject of an appointment of a receiver, intervenor
or conservator under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or
similar law now or hereafter in effect; provided, however, that a Lender shall not be an Insolvency
Defaulting Lender solely by virtue of the ownership or acquisition by a Governmental Authority or
an instrumentality thereof of any Equity Interests in such Lender or a parent company thereof,
unless, in the case of each of the foregoing, the Borrower and the Agent shall determine in their
sole and absolute discretion the such Lender intends and is able (and has all necessary approvals
and authority) to continue to perform its obligations under and in accordance with the Loan
Documents.



“Insurance Requirements” – the insurance requirements for each Eligible Facility set forth on
Exhibit I attached hereto.



“Intercompany Notes” – promissory notes from time to time from each Subsidiary Guarantor
payable to Borrower (and endorsed in blank (as to payee) and delivered to Agent) in the amount of
such Subsidiary Guarantor’s Assigned Credit Advance Value.



“Interest Expense” - for any period, on a combined basis, the sum of all interest paid or
payable (excluding unamortized debt issuance costs) on all items of Indebtedness of the Parent
Guarantor and its Subsidiaries outstanding at any time during such period.



“Interest Period” - with respect to any LIBOR Loan, each period commencing on the date such
Loan is made or converted from a Loan or Loans of another Type into a LIBOR Loan, or the last day
of the next preceding Interest Period with respect to such Loan, and ending on the same day one (1)
month thereafter, as the Borrower may select as provided in Section 2.2 hereof, except that each
such Interest Period which commences on the last LIBOR Business Day of a calendar month (or on any
day for which there is no numerically corresponding day in the appropriate subsequent calendar
month) shall end on the last LIBOR Business Day of the appropriate subsequent calendar month.



Notwithstanding the foregoing: (a) each Interest Period that would otherwise end on a day
which is not a LIBOR Business Day shall end on the next succeeding LIBOR Business Day (or, if such
next succeeding LIBOR Business Day falls in the next succeeding calendar month, on the next
preceding LIBOR Business Day); (b) no more than six (6) Interest Periods for LIBOR Loans shall be
in effect at the same time; (c) any Interest Period that commences before the Revolving Credit
Commitment Termination Date shall end no later than the Revolving Credit Commitment Termination
Date; and (d) notwithstanding clause (c) above, no Interest Period shall have a duration of less
than one month. In the event that the Borrower fails to select the duration of any Interest Period
for any LIBOR Loan within the time period and otherwise as provided in Section 2.2 hereof, such
LIBOR Loans will be automatically converted into a Base Rate Loan on the last day of the preceding
Interest Period for such LIBOR Loan.



“Interest Rate” — as defined in subsection 2.6(a)(i) hereof.



“Interest Rate Contracts” - interest rate swap agreements, interest rate cap agreements,
interest rate collar agreements, interest rate insurance and other agreements or arrangements
designed to provide protection against fluctuation in interest rates.



“Investments” – all investments, in cash or by delivery of property made, directly or
indirectly, (i) in any Person, whether by acquisition of Equity Interests, Indebtedness or other
obligations or securities or by loan, advance, guaranty, capital contribution or otherwise, or (ii)
in any assets or Property.



“Joint Venture” – a partnership, limited liability company, corporation, joint venture or
trust (other than a Subsidiary) in which the Parent Guarantor, Borrower and/or its Subsidiaries (or
any combination thereof) own less than 100% of the Equity Interests.



“Late Charge” — as defined in subsection 2.6(d) hereof.



“Latest Balance Sheet” - as defined in subsection 3.9(a) hereof.



“Lease Rental Expense” - for any period and with respect to any Facility, the total amount
payable during such period by any third party lessee of such Facility to any Loan Party, including,
without limitation, (a) base rent (as adjusted from time to time), plus (b) all incremental charges
to which the Facility is subject under the lease relating thereto.



“Lender(s)” - the meaning specified in the introductory paragraph hereto.



“Lending Office” - with respect to each Lender, with respect to each Type of Loan, the Lending
Office as designated for such Type of Loan below its name on the signature pages hereof or such
other office of such Lender or of an affiliate of such Lender as it may from time to time specify
to the Agent and the Borrower as the office at which its Loans of such Type are to be made and
maintained.



“LIBOR Base Rate” - with respect to any LIBOR Loan, for any Interest Period therefor, the rate
per annum, calculated to five (5) decimal points, appearing on the Screen at approximately 11:00
a.m. London time (or as soon thereafter as practicable) two (2) LIBOR Business Days prior to the
first day of such Interest Period, as “LIBOR” for deposits denominated in Dollars with a maturity
comparable to such Interest Period. In the case of any borrowing of a LIBOR Loan where such rate
is not available at such time in accordance with the preceding sentence, then the LIBOR Base Rate
with respect to any such borrowing for such Interest Period shall be the rate at which Dollar
deposits for a maturity comparable to such Interest Period are offered by the principal office of a
leading bank in the London interbank market as selected by the Agent at approximately 11 :00 a.m.
London time (or as soon thereafter as practicable) two (2) LIBOR Business Days prior to the first
day of such Interest Period.



“LIBOR Business Day” - a Business Day on which dealings in Dollar deposits are earned out in
the London interbank market.



“LIBOR Loan(s)” - any Loan the interest on which is determined on the basis of rates referred
to in the definition of “LIBOR Rate” in this Article 1.



“LIBOR Rate” - for any LIBOR Loan for any Interest Period therefor, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of one (l%) percent) determined by the Agent
to be equal to: (a) the LIBOR Base Rate for such Loan for such Interest Period; divided by (b) one
(1) minus the Reserve Requirement for such Loan for such Interest Period. The Agent shall use its
best efforts to advise the Borrower of the LIBOR Rate as soon as practicable after each change in
the LIBOR Rate; provided, however, that the failure of the Agent to so advise the Borrower on
anyone or more occasions shall not affect the rights of the Lenders or the Agent or the obligations
of the Borrower hereunder.



“Lien” - any mortgage, deed of trust, pledge, security interest, encumbrance, lien, claim or
charge of any kind (including any agreement to give any of the foregoing), any conditional sale or
other title retention agreement, any lease in the nature of any of the foregoing, and the filing of
or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction.



“Loan(s)” - Revolving Credit Loans. Loans of different Types made or converted from Loans of
other Types on the same day (or of the same Type but having different Interest Periods) shall be
deemed to be separate Loans for all purposes of this Agreement.



“Loan Documents” - this Agreement, each Note, each Mortgage, any other Collateral Document,
each SNDA, each Subordination Agreement, each Environmental Indemnity Agreement, and all other
documents executed and delivered in connection herewith or therewith, including all amendments,
modifications and supplements of or to all such documents.



“Loan Party” – each Guarantor and Borrower and any other Person (other than the Lenders and
the Agent) which now or hereafter executes and delivers to any Lender or the Agent any Loan
Document.



“Material Adverse Effect” - any fact or circumstance which (a) materially and adversely
affects the business, operation, property or financial condition of the Borrower and any Guarantor
taken as a whole, or (b) has a material adverse effect on the ability of the Borrower or any
Guarantor to perform their respective obligations under this Agreement, the Notes or the other Loan
Documents.



“Monthly Dates” - the first day of each month, the first of which shall be the first such day
after the date of this Agreement, provided that, if any such date is not a LIBOR Business Day, the
relevant Monthly Date shall be the next succeeding LIBOR Business Day (or, if the next succeeding
LIBOR Business Day falls in the next succeeding calendar month, then on the next preceding LIBOR
Business Day).



“Monthly Insurance Impound”- as defined in subsection 8.15 hereof.



“Monthly Tax Impound”- as defined in subsection 8.15 hereof.



“Mortgage(s)” – any mortgage, deed of trust, deed to secure debt or similar document
encumbering real property constituting a Eligible Facility for which any Loan Party is the
mortgagor, grantor or trustor, as the case may be, substantially in the form of Exhibit C-1
attached hereto (as revised to comply with local law and practice).



“Multiemployer Plan” - a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to
which any Loan Party or any ERISA Affiliate is making, or is accruing an obligation to make,
contributions or has made, or been obligated to make, contributions within the preceding six (6)
years.



“Net Asset Sale Proceeds” - with respect to any Disposition or refinancing of any Eligible
Facility an amount equal to: (a) the sum of cash payments received by Borrower or any Subsidiary
Guarantor from such sale or refinancing, minus (b) any bona fide direct costs incurred in
connection with such sale or refinancing, including (i) income or gains taxes paid or payable by
the seller as a result of any gain recognized in connection with such sale or refinancing during
the tax period applicable to the sale (after taking into account any available tax credits or
deductions and any tax-sharing arrangements), (ii) payment of the outstanding principal amount of,
premium or penalty, if any, and interest on any Indebtedness (other than the Revolving Credit
Loans) that is secured by a Lien on the assets in question and that is required to be repaid under
the terms thereof as a result of such sale or refinancing, and (iii) a reasonable reserve for any
indemnification payments (fixed or contingent) attributable to seller’s indemnities and
representations and warranties to purchaser in respect of such sale undertaken by Borrower or any
Subsidiary Guarantor in connection with such sale; provided that upon release of any such reserve,
the amount released shall be considered Net Asset Sale Proceeds.



“Net Insurance/Condemnation Proceeds” means an amount equal to: (a) any cash payments or
proceeds received by Borrower or any Subsidiary Guarantor (i) under any casualty, business
interruption or “key man” insurance policies in respect of any covered loss thereunder, or (ii) as
a result of the taking of any assets of Borrower or any Subsidiary Guarantor by any Person pursuant
to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets
to a purchaser with such power under threat of such a taking, minus (b) (i) any actual and
reasonable costs incurred by Borrower or any Subsidiary Guarantor in connection with the adjustment
or settlement of any claims of Borrower or such Subsidiary Guarantor in respect thereof, and (ii)
any bona fide direct costs incurred in connection with any sale of such assets as referred to in
clause (a)(ii) of this definition, including income taxes paid or payable as a result of any gain
recognized in connection therewith (after taking into account any available tax credits or
deductions and any tax-sharing arrangements).



“Net Issuance Proceeds” - in respect of any issuance of Indebtedness or equity, the net
proceeds in Cash received by Parent Guarantor or any of its Subsidiaries upon or simultaneously
with such issuance, net of direct costs of such issuance and any taxes paid or payable by the
recipient of such proceeds.



“Net Operating Income” - means for any period, (i) the net income before taxes of the Borrower
and its Subsidiaries (or, for the purposes of calculating Rent Coverage Ratio, the net income
before taxes of each Operator) for such period, plus, to the extent deducted in determining such
net income, the sum (without duplication) of (1) income taxes, (2) interest expense,
(3) depreciation, (4) amortization, (5) rental expense and (6) actual management fees paid to the
Manager in cash pursuant to the Management Agreements, less (ii) operating expenses (such as
cleaning, utilities, administrative, landscaping, and security expenses), management expenses (in
an amount equal to five percent (5%) of the gross revenues of each Facility for such period),
repairs and maintenance and reserves for replacements (in an amount equal to $500 per bed for
Facilities that are hospitals, $300 per unit for Facilities that are assisted living facilities or
independent living facilities, $500 per unit for Facilities that are skilled nursing facilities and
$0.50 per gross square foot for Facilities that are medical office buildings), and less (iii) fixed
expenses paid by Borrower or its Subsidiaries (or, for the purposes of calculating Rent Coverage
Ratio, the fixed expenses paid by each Operator) (such as insurance, real estate and other taxes).
All operating expenses shall be related to the Facilities, shall be for services from arm’s-length
third-party transactions or equivalent to the same, and shall exclude all expenses for capital
improvements and replacements, debt service and depreciation or amortization of capital
expenditures and other similar non-cash items.



“New Type Loans” - as defined in Section 2.21 hereof.



“Non-Defaulting Lender” - each Lender other than an Insolvency Defaulting Lender or Funds
Defaulting Lender.



“Note(s)” - a Revolving Credit Note.



“Obligations” - collectively, all of the indebtedness, liabilities and obligations of the Loan
Parties to the Lenders and the Agent, whether now existing or hereafter arising, whether or not
currently contemplated, including, without limitation, those arising under the Loan Documents.



“Operating Lease” – any lease to an Operator of any Eligible Facility to the extent that such
lease gives such entity control of the operation of such Eligible Facility.



“Operator” - the lessee of any Eligible Facility owned or leased by a Loan Party, to the
extent that such entity controls the operation of such Eligible Facility.



“Payor” - as defined in Section 2.15 hereof.



“Parent Guarantor” – Grubb & Ellis Healthcare REIT II, Inc., a Maryland corporation (also
referred to herein as GB REIT).



“PBGC” - Pension Benefit Guaranty Corporation.



“Permanent Lender” - as defined in subsection 6.16(a) hereof.



“Permanent Loan” - as defined in subsection 6.16(a) hereof.



“Permitted Liens” - as to any Person: (a) pledges or deposits by such Person under workers’
compensation laws, unemployment insurance laws, social security laws, or similar legislation, or
good faith deposits in connection with bids, tenders, contracts (other than for the payment of
Indebtedness of such Person), or leases to which such Person is a party, or deposits to secure
public or statutory obligations of such Person or deposits of Cash or United States Government
Bonds to secure surety, appeal, performance or other similar bonds to which such Person is a party,
or deposits as security for contested taxes or import duties or for the payment of rent; (b) Liens
imposed by law, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens, or Liens
arising out of judgments or awards against such Person with respect to which such Person at the
time shall currently be prosecuting an appeal or proceedings for review; (c) Liens for taxes not
yet subject to penalties for non-payment and Liens for taxes the payment of which is being
contested as permitted by Section 6.6 hereof; (d) minor survey exceptions, minor encumbrances,
easements or reservations of, or rights of, others for rights of way, highways and railroad
crossings, sewers, electric lines, telegraph and telephone lines and other similar purposes, or
zoning or other restrictions as to the use of real properties; (e) Liens securing the Obligations;
(f) Liens of any lease to an Operator or Substantial Tenant approved by Agent; (g) Liens
incidental to the conduct of the business of such Person or to the ownership of such Person’s
property that were not incurred in connection with Indebtedness of such Person, all of which Liens
referred to in this clause (g) do not in the aggregate materially impair the value of the
properties to which they relate or materially impair their use in the operation of the business
taken as a whole of such Person; (h) any Lien disclosed on any Title Policy and approved by Agent
(such approval being evidenced by Agent’s agreement to permit such exception in the Agent’s title
escrow instructions delivered in connection with the Acquisition of such Eligible Facility), and as
to all the foregoing only to the extent arising and continuing in the ordinary course of business;
and (i) any Liens permitted by the Subordination Agreement(s).



“Person” - an individual, a corporation, a limited liability company, a partnership, a joint
venture, a trust or unincorporated organization, a joint stock company or other similar
organization, a government or any political subdivision thereof, a court, or any other legal
entity, whether acting in an individual, fiduciary or other capacity.



“Philadelphia Facility” – any of the following five (5) facilities:



	 	 	 
	Facility Owner/Subsidiary Guarantor	 	Facility Address
	G&E HC REIT II Care Pavilion SNF, L.P.
	 	6212 Walnut Street,

Philadelphia, Pennsylvania

	 
	 	 

	G&E HC REIT II Maplewood Manor SNF, L.P.
	 	125 West Schoolhouse Lane,

Philadelphia, Pennsylvania

	 
	 	 

	G&E HC REIT II Cheltenham York SNF, L.P.
	 	7107 Old York Road,

Philadelphia, Pennsylvania

	 
	 	 

	G&E HC REIT II Tucker House SNF, L.P.
	 	1001-11 Wallace Street,

Philadelphia, Pennsylvania

	 
	 	 

	G&E HC REIT II Cliveden SNF, L.P.
	 	6400 Greene Street (a/k/a

301 West Johnson Street),

Philadelphia, Pennsylvania

	 
	 	 







“Philadelphia Master Lease” – that certain Master Lease among the Philadelphia Subsidiary
Guarantors, as lessor, and PA Holdings-SNF, L.P., as lessee.



“Philadelphia Subsidiary Guarantors” – any of the following five (5) Subsidiary Guarantors:



	 
	G&E HC REIT II Care Pavilion SNF, L.P.

	 

	G&E HC REIT II Maplewood Manor SNF, L.P.

	 

	G&E HC REIT II Cheltenham York SNF, L.P.

	 

	G&E HC REIT II Tucker House SNF, L.P.

	 

	G&E HC REIT II Cliveden SNF, L.P.

	 







“Plan” - at any time an employee pension benefit plan that is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Code and is either: (a)
maintained by GB REIT or any member of the Controlled Group for employees of GB REIT, or by GB REIT
for any other member of such Controlled Group, or (b) maintained pursuant to a collective
bargaining agreement or any other arrangement under which more than one employer makes
contributions and to which GB REIT or any member of the Controlled Group is then making or accruing
an obligation to make contributions or has within the preceding five plan years made contributions.



“Post-Default Rate” - (a) in respect of any Loans, a rate per annum equal to: (i) if such
Loans are Base Rate Loans, three (3%) percent above the Alternate Base Rate as in effect from time
to time for Base Rate Loans, or (ii) if such Loans are LIBOR Loans, three (3%) percent above the
rate of interest in effect thereon at the time of the Event of Default that resulted in the
Post-Default Rate being instituted until the end of the then current Interest Period therefor and,
thereafter, three (3%) above the Alternate Base Rate as in effect from time to time; and (b) in
respect of other amounts payable by the Borrower hereunder (other than interest), equal to three
(3%) above the Alternate Base Rate as in effect from time to time.



“Prime Rate” - for any day, a fluctuating interest rate per annum equal to the rate of
interest established by KeyBank National Association, from time to time, as its “prime rate,”
whether or not publicly announced, which interest rate may or may not be the lowest rate charged by
it for commercial loans or other extensions of credit.



“Prime Rate Loan” - Loans that bear interest at a rate based upon the Prime Rate.



“Principal Office” - the principal office of the Agent presently located at 127 Public Square,
Cleveland, Ohio 44114-1306.



“Project Yield” – for any Facility is the rate (expressed as a percentage) of the Net
Operating Income for such Facility (calculated on an annualized basis using the information for the
period of the immediately preceding three (3) months for such Facility) divided by the Advance
Value for such Facility.



“Property” - any estate or interest in any kind of property or asset, whether real, personal
or mixed, and whether tangible or intangible.



“Purchase Option” – any written option, in favor of any Operator (or other entity acceptable
to Agent), to purchase an Eligible Facility and otherwise in scope, form and substance satisfactory
to Agent.



“Regulation D” - Regulation D of the Board of Governors of the Federal Reserve System, as the
same may be amended or supplemented from time to time.



“Regulatory Change” - as to any Lender, any change after the date of this Agreement in United
States federal, or state, or foreign, laws or regulations (including Regulation D and the laws or
regulations that designate any assessment rate relating to certificates of deposit or otherwise
(including the Assessment Rate if applicable to any Loan)) or the adoption or making after such
date of any interpretations, directives or requests applying to a class of Lenders, including such
Lender, of or under any United States federal, or state, or foreign laws or regulations (whether or
not having the force of law) by any court or governmental or monetary authority charged with the
interpretation or administration thereof.



“REIT Status” - with respect to any Person, (a) the qualification of such Person as a real
estate investment trust under Sections 856 through 860 of the Code, and (b) the applicability to
such Person and its stockholders of the method of taxation provided for in Sections 857 et seq. of
the Code.



“Rent Coverage Ratio” – for any period, the ratio of (i) Net Operating Income for all of the
Eligible Facilities, to (ii) the aggregate of rent paid to each Subsidiary Guarantor owning an
Eligible Facility, as determined in accordance with GAAP.



“Required Lenders” - at any time, subject to the terms of Section 2.23, Non-Defaulting Lenders
holding or being responsible for 51% or more (or, if there are less than three (3) Non-Defaulting
Lenders that are not Affiliates, 100%) of the sum of all Revolving Exposure and all unutilized
Revolving Credit Commitments.



“Required Payment” - as defined in Section 2.15 hereof.



“Reserve Requirement” - for any LIBOR Loans for any quarterly period (or, as the case may be,
shorter period) as to which interest is payable hereunder, the average maximum rate at which
reserves (including any marginal, supplemental or emergency reserves) are required to be maintained
during such period under Regulation D by member Lenders of the Federal Reserve System in New York
City with deposits exceeding One Billion ($1,000,000,000) Dollars against “Eurocurrency
liabilities” (as such term is used in Regulation D). Without limiting the effect of the foregoing,
the Reserve Requirement shall reflect any other reserves required to be maintained by such member
Lenders by reason of any Regulatory Change against: (a) any category of liabilities which includes
deposits by references to which the LIBOR Rate for LIBOR Loans is to be determined as provided in
the definition of “LIBOR Base Rate” in this Article 1, or (b) any category of extensions of credit
or other assets which include LIBOR Loans.



“Responsible Officer” of any Person means the chief executive officer, chief operating
officer, chief financial officer, treasurer or chief accounting officer of such Person or any other
officer of such Person involved principally in its financial administration or its controllership
function.



“Revolving Credit Commitment” - as to each Lender, the obligation of such Lender to make
Revolving Credit Loans in the aggregate amount set forth opposite such Lender’s name on the
signature pages hereof under the caption “Revolving Credit Commitment” as such amount is subject to
increase or reduction in accordance with the terms hereof.



“Revolving Credit Commitment Termination Date” – unless the Revolving Credit Commitments are
sooner terminated pursuant to the terms of Section 2.5 or Section 8.15 hereof, June 30, 2014, or,
if properly exercised, the Extended Revolving Credit Commitment Termination Date established in
accordance with Section 2.24 hereof.



“Revolving Credit Loan(s)” - as defined in Section 2.1 hereof.



“Revolving Credit Note(s)” - as defined in Section 2.4(a) hereof.



“Revolving Exposure” - with respect to any Lender as of any date, the sum as of such date of
the outstanding principal balance of such Lender’s Revolving Credit Loans.



“Revolving Percentage” - as of any date and with respect to each Lender, the percentage equal
to a fraction (i) the numerator of which is the Revolving Credit Commitment of such Lender on such
date (or, if there are no Revolving Credit Commitments on such date, on the last date upon which
one or more Revolving Credit Commitments were in effect), and (ii) the denominator of which is
Total Revolving Credit Commitment on such date (or, if there are no Revolving Credit Commitments on
such date, on the last date upon which one or more Revolving Credit Commitments were in effect).



“S&P” - Standard and Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc.



“Screen” - the relevant display page for LIBOR on the Reuter Monitor Money Rates Service,
provided that if the Agent determines that there is no such relevant display page for LIBOR,
“Screen” shall mean the relevant display page for LIBOR on the Dow Jones Market Service.



“SNDA” – with respect to any proposed Eligible Facility, a Subordination, Non-Disturbance and
Attornment Agreement (or similar document) executed, at Agent’s request pursuant to Section 4.2, by
such tenants (including, without limitation, any Operator or Substantial Tenant) of the proposed
Eligible Facility as Agent shall request.



“Solvent” – means, with respect to any Person on any particular date, that on such date
(a) the fair value of the property of such Person is greater than the fair value of the liabilities
(including contingent, subordinated, matured and unliquidated liabilities) of such Person, (b) the
present fair saleable value of the assets and property of such Person is greater than the amount
that will be required to pay the probable liability of such Person on its debts as they become
absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur
debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and
(d) such Person is not engaged in or about to engage in business or transactions for which such
Person’s assets and property would constitute an unreasonably small capital.



“Subordinated Intercompany Indebtedness” – all Indebtedness of G&E HC REIT II Philadelphia SNF
Portfolio SPE Limited Partner, LLC (in the original aggregate principal amount of
$     ) to Borrower.



“Subordination Agreement” – that certain Subordination Agreement dated as of the date hereof
among Agent, G&E HC REIT II Philadelphia SNF Portfolio SPE Limited Partner, LLC and Borrower
pertaining to the Subordinated Intercompany Indebtedness.



“Subsidiary” - with respect to any Person, any corporation, partnership, joint venture or
other entity, whether now existing or hereafter organized or acquired: (a) in the case of a
corporation, of which a majority of the securities having ordinary voting power for the election of
directors (other than securities having such power only by reason of the happening of a
contingency) are at the time owned by such Person and/or one or more Subsidiaries of such Person,
(b) in the case of a partnership or other entity, in which such Person is a general partner or of
which a majority of the partnership or other equity interests are at the time owned by such Person
and/or one or more of its Subsidiaries, or (c) in the case of a joint venture, in which such Person
is a joint venturer and of which a majority of the ownership interests are at the time owned by
such Person and/or one or more of its Subsidiaries. Unless the context otherwise requires,
references in this Agreement to “Subsidiary” or “Subsidiaries” shall be deemed to be references to
a Subsidiary or Subsidiaries of Parent Guarantor.



“Subsidiary Guarantor” – each direct or indirect Subsidiary of GB REIT or Borrower that is the
legal or beneficial owner of an Eligible Facility or is an Operator or Substantial Tenant of such
Eligible Property and in each case that becomes a Guarantor hereunder pursuant to the terms of
Section 4 hereof.



“Substantial Tenant” - any tenant that either (a) occupies more than fifteen percent (15%) of
any Facility’s total rentable area or (b) is required to pay more than fifteen percent (15%) of any
Facility’s total rent payable, in each case as determined by Agent in its reasonable discretion.



“Survey” – as set forth in Section 4.1(h).



“Terrorism Laws” - any of the following (a) Executive Order 13224 issued by the President of
the United States, (b) the Terrorism Sanctions Regulations (Title 31 Part 595 of the U.S. Code of
Federal Regulations), (c) the Terrorism List Governments Sanctions Regulations (Title 31 Part 596
of the U.S. Code of Federal Regulations), (d) the Foreign Terrorist Organizations Sanctions
Regulations (Title 31 Part 597 of the U.S. Code of Federal Regulations), (e) the Patriot Act (as it
may be subsequently codified), (f) all other present and future legal requirements of any
Governmental Authority addressing, relating to, or attempting to eliminate, terrorist acts and acts
of war and (g) any regulations promulgated pursuant thereto or pursuant to any legal requirements
of any Governmental Authority governing terrorist acts or acts of war.



“Threshold Amount” - as defined in subsection 6.16(a) hereof.



“Title Policy” – as set forth in Section 4.1(g).



“Total Asset Value” – the aggregate Appraised Value of all Facilities determined by an
Appraisal not less than twenty four (24) months old and otherwise reasonably satisfactory to Agent.



“Total Revolving Credit Commitment” - the aggregate obligation of the Lenders to make
Revolving Credit Loans hereunder up to the aggregate amount of Seventy One Million Five Hundred
Thousand and No/100 Dollars ($71,500,000.00), subject to increases or reductions as set forth in
Article 2.



“Total Revolving Exposure” - at any time, the sum at such time of the outstanding principal
balance of the Revolving Credit Loans of all Lenders.



“Type” - refers to the characteristics of a Loan as a Base Rate Loan or a LIBOR Loan or a
Prime Rate Loan for a particular Interest Period. All Base Rate Loans are of the same Type. All
Prime Rate Loans are of the same Type. All LIBOR Loans with identical interest rates and Interest
Periods are of the same Type. All other Loans are of different Types. Interest Periods are
identical if they begin and end on the same days.



“UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction.



“Undewriting Fee” - as defined in subsection 2.7(a) hereof.



“USA Patriot Act” means United States Public Law 107-56, the Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of
2001), as amended from time to time and the rules and regulations promulgated thereunder from time
to time in effect.




	 	 	 	Section 1.2 GAAP. 





Any accounting terms used in this Agreement that are not specifically defined herein shall
have the meanings customarily given to them in accordance with GAAP as in effect on the date of
this Agreement, except that references in Article 5 to such principles shall be deemed to refer to
such principles as in effect on the date of the financial statements delivered pursuant thereto.



	 	 	 	 	 
	Article 2.	 	Revolving Credit Commitments; Revolving Credit Loans.

	 	 	 

	 	 	Section 2.1

	 	Revolving Credit Loans.
	 	 	
 
	 	 






Each Lender hereby severally agrees, on the terms and subject to the conditions of this
Agreement, to make loans (individually a “Revolving Credit Loan” and, collectively, the “Revolving
Credit Loans”) to the Borrower during the Credit Period to and including the Revolving Credit
Commitment Termination Date.



Each Lender’s obligations to make Revolving Credit Loans are subject to the following
limitations: (a) subject at all times to the limitations set forth in “(c)” below, the amount of
each Revolving Credit Loan made in connection with any Acquisition may not to exceed the Advance
Value of such Eligible Facility; (b) the aggregate principal amount of each Revolving Credit Loan
at anyone time outstanding may not result in any Lender’s Revolving Exposure exceeding the
Revolving Credit Commitment of such Lender as then in effect; and (c) at all times the Total
Revolving Exposure shall not exceed the lesser of (i) the Total Revolving Credit Commitment as then
in effect or (ii) the Borrowing Base as from time to time determined and computed.



Subject to the terms of this Agreement (including, without limitation, Section 10.19 hereof),
during the Credit Period the Borrower may borrow, repay and reborrow Revolving Credit Loans.




	 	 	 	Section 2.2 Notices Relating to Revolving Credit Loans. 





The Borrower shall give the Agent written notice of each termination or reduction of the
Revolving Credit Commitments, each borrowing, conversion, repayment and prepayment of each
Revolving Credit Loan and of the duration of each Interest Period applicable to each LIBOR Loan
(and the Agent shall promptly notify the Lenders thereof). Each such Borrowing Notice shall be
irrevocable and shall be effective only if received by the Agent not later than 2:00 P.M. (E.S.T.)
on the date that is:



(a) In the case of each notice of termination or reduction of the Revolving Credit
Commitments, five (5) Business Days prior to the date of the related termination or reduction;



(b) In the case of each notice of borrowing and repayment of, or conversion into, Base Rate
Loans or Prime Rate Loans, one (l) Business Day prior to the date of the related borrowing or
repayment or conversion; and



(c) In the case of each notice of borrowing or repayment of, or conversion into, LIBOR Loans,
or the duration of an Interest Period for LIBOR Loans, (i) two (2) LIBOR Business Days prior to the
date of the related borrowing, repayment or conversion or (ii) the first day of such Interest
Period.



Each such notice of termination or reduction shall specify the amount thereof. Each such
notice of borrowing, conversion, repayment or prepayment shall specify the amount (subject to
Section 2.1 hereof) and Type of Loans to be borrowed, converted, repaid or prepaid (and, in the
case of a conversion, the Type of Loans to result from such conversion), the date of borrowing,
conversion, repayment or prepayment (which shall be: (i) a Business Day in the case of each
borrowing or repayment of Base Rate Loans or Prime Rate Loans, and (ii) a LIBOR Business Day in the
case of each borrowing, prepayment, or repayment of LIBOR Loans and each conversion of or into a
LIBOR Loan). Each such notice of the duration of an Interest Period shall specify the Loans to
which such Interest Period is to relate. The Agent shall notify the Lenders of the content of each
such Borrowing Notice promptly after its receipt thereof.




	 	 	 	Section 2.3 Disbursement of Loan Proceeds. 





The Borrower shall give the Agent notice of each borrowing hereunder as provided in Section
2.2 hereof and the Agent shall promptly notify the Lenders thereof. Not later than 1:00 p.m.
(Cleveland, Ohio time) on the date specified for each borrowing hereunder, each Lender shall
transfer to the Agent, by wire transfer or otherwise, but in any event in immediately available
funds, the amount of the Loan to be made by it on such date, and the Agent, upon its receipt
thereof, upon compliance with the requirements of Section 4.1 and 4.2, as applicable, shall
disburse such sum to the Borrower by depositing the amount thereof either (a) in an account of the
Borrower designated by the Borrower maintained with the Agent or (b) into an escrow account
satisfactory to Agent for disbursement in connection with any Acquisition.




	 	 	 	Section 2.4 Notes. 





(a) The Revolving Credit Loans made by each Lender shall be evidenced by a single promissory
note of the Borrower to each Lender in substantially the form of Exhibit A hereto (each, a
“Revolving Credit Note” and collectively, the “Revolving Credit Notes”). Each Revolving Credit
Note shall be dated the date hereof, shall be payable to the order of such Lender in a principal
amount equal to such Lender’s Revolving Credit Commitment as originally in effect, and shall
otherwise be duly completed. The Revolving Credit Notes shall be payable as provided in Sections
2.1 and 2.5 hereof.



(b) Each Lender shall enter on a schedule with respect to its Note a notation with respect to
each Loan made hereunder of: (i) the date and principal amount thereof and (ii) each payment and
repayment of principal thereof. The failure of any Lender to make a notation on any such schedule
as aforesaid shall not limit or otherwise affect the obligation of the Borrower to repay the Loans
in accordance with their respective terms as set forth herein.




	 	 	 	Section 2.5 Payment of Revolving Credit Loans; Termination of and
Voluntary Changes in Commitments; Mandatory Repayments. 





(a) All outstanding Revolving Credit Loans shall be paid in full not later than the Revolving
Credit Commitment Termination Date.



(b) Unless previously terminated, the Revolving Credit Commitments shall terminate on the
Revolving Credit Commitment Termination Date. The Borrower shall be entitled to terminate or
reduce the Total Revolving Credit Commitment or repay the principal amount of the Revolving Credit
Loans provided that, the Borrower shall give notice of such termination, reduction or repayment to
the Agent as provided in Section 2.2 hereof and that any repayment or partial reduction of the
Total Revolving Credit Commitment shall be in the minimum aggregate amount of Five Hundred Thousand
Dollars ($500,000). Any such termination or reduction in the Total Revolving Credit Commitment
shall be permanent and irrevocable. Repayment of a LIBOR Loan on a day other than the last day of
the relevant Interest Period relating thereto shall be subject to the provisions of Section 2.22
hereof; and all repayments of principal (whether mandatory or voluntary) shall be applied first to
Prime Rate Loans, second, to Base Rate Loans and then to the fewest number of Types of LIBOR Loans
as possible.



(c) If the outstanding principal amount of the Revolving Exposure shall at any time exceed the
Borrowing Base as then determined and computed, the Borrower shall immediately prepay the Loans by
the amount of such excess.



(d) To the extent required by Sections 6.17 or 6.18 hereof, no later than the first Business
Day following the date of receipt by Borrower or any of its Subsidiaries, or Agent as loss payee,
of any Net Insurance/Condemnation Proceeds, Borrower shall prepay (or, to the extent Agent has
possession of such Net Asset Sale Proceeds, Agent shall apply the same against) Revolving Credit
Loans in an aggregate amount equal to the greater of (i) such Net Insurance/Condemnation Proceeds
or (ii) the Assigned Credit Advance Value of the related Eligible Facility for which such Net Asset
Sale Proceeds were received.



(e) No later than the first Business Day following the date of receipt by Borrower or any of
its Subsidiaries of any Net Asset Sale Proceeds, Borrower shall prepay Revolving Credit Loans in an
aggregate amount equal to greater of (i) such Net Asset Sale Proceeds or (ii) the Assigned Credit
Advance Value of the related Eligible Facility for which such Net Asset Sale Proceeds were
received.



(f) Upon the receipt by Agent of final payment in full of the Assigned Credit Advance Value of
the related Eligible Facility pursuant to this Section 2.5, and so long as no Default or Event of
Default hereunder shall then exist (or shall occur as a result of the below described release) and
the Revolving Exposure shall not then exceed the Borrowing Base as then determined and computed,
the Agent shall, upon written request by Borrower, release the Lien of the applicable Mortgage (and
terminate any other related Collateral Documents) on such Eligible Facility.




	 	 	 	Section 2.6 Interest. 





(a) The Borrower shall pay to the Agent for the account of each Lender interest on the unpaid
principal amount of each Loan made by such Lender for the period commencing on the date of such
Loan until such Loan shall be paid in full, at the following rates per annum:



(i) Revolving Credit Loans shall, in each case, bear interest (the “Interest Rate”) at:



(A) During such periods that such Revolving Credit Loan is a Base Rate Loan, the Alternate
Base Rate plus the Applicable Margin; and



(B) During such periods that such Revolving Credit Loan is a LIBOR Loan, for each Interest
Period relating thereto, the LIBOR Rate for such Revolving Credit Loan for such Interest Period
plus the Applicable Margin; and



(C) During such periods that such Revolving Credit Loan is a Prime Rate Loan, for each
Interest Period relating thereto, the Prime Rate for such Revolving Credit Loan for such Interest
Period plus the Applicable Margin; and



(b) Notwithstanding the foregoing, the Borrower shall pay interest on any Loan or any
installment thereof, and on any other amount payable by the Borrower hereunder (to the extent
permitted by law) which are not paid in full when due (whether at stated maturity, by acceleration
or otherwise) for the period commencing on the due date thereof until the same is paid in full at
the applicable Post-Default Rate.



(c) Accrued interest on each Loan shall be payable on the Monthly Dates. Interest that is
payable at the Post-Default Rate shall be payable from time to time on demand of the Agent.
Promptly after the establishment of any interest rate provided for herein or any change therein,
the Agent will notify the Lenders and the Borrower thereof, provided that the failure of the Agent
to so notify the Lenders and the Borrower shall not affect the obligations of the Borrower
hereunder or under any of the Notes in any respect.



(d) Any and all amounts due hereunder or under the other Loan Documents which remain unpaid
more than ten (10) days after the date said amount was due and payable shall incur a fee (the “Late
Charge”) in the amount equal to the greater of (i) four percent (4%) of said unpaid amount, or (ii)
$50.00, which payment shall be in addition to all of the Agent’s and the Lenders’ other rights and
remedies under the Loan Documents.



(e) Anything in this Agreement or any of the Notes to the contrary notwithstanding, the
obligation of the Borrower to make payments of interest shall be subject to the limitation that
payments of interest shall not be required to be made to any Lender to the extent that such
Lender’s receipt thereof would not be permissible under the law or laws applicable to such Lender
limiting rates of interest that may be charged or collected by such Lender. Any such payments of
interest that are not made as a result of the limitation referred to in the preceding sentence
shall be made by the Borrower to such Lender on the earliest interest payment date or dates on
which the receipt thereof would be permissible under the laws applicable to such Lender limiting
rates of interest that may be charged or collected by such Lender. Such deferred interest shall
not bear interest.




	 	 	 	Section 2.7 Fees. 





(a) Simultaneously with the execution and delivery of this Agreement, the Borrower shall pay
to the Agent, for the benefit of the Lenders according to their respective Revolving Credit
Commitments, a non-refundable upfront fee (the “Underwriting Fee”), as set forth in a separate
written agreement dated June 30, 2011 (the “Fee Letter”).



(b) The Borrower shall pay to the Agent for the account of the Lenders, pro rata according to
their respective Revolving Percentage, a quarterly facility fee (the “Facility Fee”) on an amount
equal to the product of (i) the difference of (A) the daily average amount of such Lender’s
Revolving Credit Commitment for such quarterly period (such quarterly period beginning on the first
day of each such quarter to and ending on (and including) the earlier of (1) the date such Lender’s
Revolving Credit Commitment is terminated, (2) the Revolving Credit Commitment Termination Date and
(3) the last day of such quarter, minus (B) the daily average amount of such Lender’s Revolving
Exposure (the difference between the amounts in (b)(i)(A) and the amounts in (b)(i)(B) above is
referred to herein as the “Facility Usage”), multiplied by (ii) such quarter’s portion of the
annual Facility Fee Percentage (i.e., 0.50% divided by 360 days and multiplied by the actual number
of days in the then current quarter). The accrued Facility Fee shall be payable quarterly in
arrears on the Monthly Dates, and also on the earlier of (i) the date the Total Revolving Credit
Commitment is terminated, or (ii) the Revolving Credit Commitment Termination Date, and in the
event the Borrower reduces the Total Revolving Credit Commitment as provided in subsection 2.5(b)
hereof, on the effective date of such reduction. Notwithstanding the foregoing, the Facility Fee
shall not be due for any quarter when the average aggregate Facility Usage is greater than
sixty-five percent (65%).



(c) The Underwriting Fee and the Facility Fee, and any Extension Fee payable pursuant to
Section 2.24 are hereinafter sometimes referred to individually as a “Fee” and collectively as the
“Fees”.




	 	 	 	Section 2.8 Use of Proceeds of Loans. 





The proceeds of the Loans hereunder may be used by the Borrower solely to (a) acquire, finance
or re-finance Eligible Facilities, and (b) for such other incidental purposes as approved by Agent
and Required Lenders in their sole discretion (including, without limitation, the payment of Fees
and also the acquisition of Facilities that are not Eligible Facilities to the extent such
Facilities are not required for the Borrowing Base).




	 	 	 	Section 2.9 Computations. 





Interest on all Loans and each Fee shall be computed on the basis of a year of 360 days and
actual days elapsed (including the first day but excluding the last) occurring in the period for
which payable.




	 	 	 	Section 2.10 Minimum Amounts of Borrowings, Conversions and Repayments.






Except for borrowings, conversions and repayments that exhaust the full remaining amount of
the Revolving Credit Commitments (in the case of borrowings) or result in the conversion or
repayment of all Loans of a particular Type (in the case of conversions or repayments) or
conversions made pursuant to Section 2.17, subsection 2.18(b) or Section 2.20 hereof, each
borrowing of a Revolving Credit Loan from each Lender, each conversion of Loans of one Type into
Loans of another Type and each repayment of principal of Loans hereunder shall be in a minimum
amount of Five Hundred Thousand Dollars ($500,000) Dollars, in the case of Base Rate Loans, Five
Hundred Thousand Dollars ($500,000) Dollars, in the case of Prime Rate Loans, and Three Million
($3,000,000) Dollars, in the case of LIBOR Loans, and in each case if in excess thereof, in
integral multiples of One Hundred Thousand ($100,000) Dollars (borrowings, conversions and
repayments of different Types of Loans at the same time hereunder to be deemed separate borrowings,
conversions and repayments for purposes of the foregoing, one for each Type). The Agent and the
Borrower may make immaterial mutually convenient adjustments to the thresholds and multiples set
forth above in respect of LIBOR Loans.




	 	 	 	Section 2.11 Time and Method of Payments. 





All payments of principal, interest, Fees and other amounts (including indemnities) payable by
the Borrower hereunder shall be made in Dollars, in immediately available funds, to the Agent at
the Principal Office not later than 2:00 P.M. (E.S.T.) time, on the date on which such payment
shall become due (and the Agent or any Lender for whose account any such payment is to be made may,
but shall not be obligated to, debit the amount of any such payment that is not made by such time
to any ordinary deposit account of the Borrower, or any of them, with the Agent or such Lender, as
the case may be). Additional provisions relating to payments are set forth in Section 10.3 hereof.
Each payment received by the Agent hereunder for the account of a Lender shall be paid promptly to
such Lender, in like funds, for the account of such Lender’s Lending Office for the Loan in respect
of which such payment is made.




	 	 	 	Section 2.12 Lending Offices. 





The Loans of each Type made by each Lender shall be made and maintained at such Lender’s
applicable Lending Office for Loans of such Type.




	 	 	 	Section 2.13 Several Obligations. 





The failure of any Lender to make any Loan to be made by it on the date specified therefor
shall not relieve the other Lenders of their respective obligations to make their Loans on such
date, but no Lender shall be responsible for the failure of the other Lenders to make Loans to be
made by such other Lenders.




	 	 	 	Section 2.14 Pro Rata Treatment Among Lenders. 





Except as otherwise provided herein: (a) each borrowing from the Lenders under Section 2.1
hereof will be made from the Lenders and each payment of each Fee (other than the Underwriting Fee)
shall be made for the account of the Lenders pro rata according to the amount of their respective
Revolving Percentage; (b) each partial reduction of the Total Revolving Credit Commitment shall be
applied to the Revolving Credit Commitments of the Lenders pro rata according to each Lender’s
respective Revolving Percentage; (c) each payment and repayment of principal of or interest on
Revolving Credit Loans will be made to the Agent for the account of the Lenders pro rata in
accordance with the respective unpaid principal amounts of the Revolving Credit Loans held by such
Lenders; and (d) each conversion of Revolving Credit Loans of a particular Type under Section 2.17
hereof (other than conversions provided for by Section 2.20 or 2.21 hereof) shall be made pro rata
among the Lenders holding Revolving Credit Loans of such Type according to the respective principal
amounts of such Revolving Credit Loans held by such Lenders.




	 	 	 	Section 2.15 Non-Receipt of Funds by the Agent. 





Unless the Agent shall have been notified by a Lender or the Borrower (the “Payor”) prior to
the date on which such Lender is to make payment to the Agent of the proceeds of a Loan to be made
by it hereunder or the Borrower is to make a payment to the Agent for the account of one or more of
the Lenders, as the case may be (such payment being herein called the “Required Payment”), which
notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment
to the Agent, the Agent shall assume that the Required Payment has been made and may, in reliance
upon such assumption (but shall not be required to), make the amount thereof available to the
intended recipient on such date and, if the Payor has not in fact made the Required Payment to the
Agent, the recipient of such payment shall, on demand, repay to the Agent the amount made available
to it together with interest thereon in respect of each day during the period commencing on the
date such amount was so made available by the Agent until the date the Agent recovers such amount
at a rate per annum equal (i) when the recipient is a Lender, the Federal Funds Rate for such day,
or (ii) the rate of interest applicable to such Loan (when the recipient is the Borrower).




	 	 	 	Section 2.16 Sharing of Payments and Set-Off Among Lenders. 





The Borrower hereby agrees that, in addition to (and without limitation of) any right of
setoff, banker’s lien or counterclaim a Lender may otherwise have, each Lender shall be entitled,
at its option, to offset balances held by it at any of its offices against any principal of or
interest on any of its Loans hereunder or any Fee payable to it, that is not paid when due
(regardless of whether such balances are then due to the Borrower), in which case it shall promptly
notify the Borrower and the Agent thereof, provided that its failure to give such notice shall not
affect the validity thereof. If a Lender shall effect payment of any principal of or interest or
Fee on Loans held by it under this Agreement through the exercise of any right of set-off, banker’s
lien, counterclaim or similar right, it shall promptly purchase from the other Lenders
participations in the Loans held by the other Lenders in such amounts, and make such other
adjustments from time to time as shall be equitable, to the end that all the Lenders shall share
the benefit of such payment pro rata in accordance with the unpaid amount of principal and interest
or Fee on the Loans held by each of them. To such end all the Lenders shall make appropriate
adjustments among themselves (by the resale of participations sold or otherwise) if such payment is
rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a
participation in the Loans held by the other Lenders may exercise all rights of set-off, banker’s
lien, counterclaim or similar rights with respect to such participation as fully as if such Lender
were a direct holder of Loans in the amount of such participation. Nothing contained herein shall
require any Lender to exercise any such right or shall affect the right of any Lender to exercise
and retain the benefits of exercising, any such right with respect to any other indebtedness or
obligation of the Borrower.




	 	 	 	Section 2.17 Conversion of Loans; Special Provisions re Prime Rate
Loans. 





(a) The Borrower shall have the right to convert Loans of one Type into Loans of another Type
from time to time, provided that: (i) the Borrower shall give the Agent notice of each such
conversion as provided in Section 2.2 hereof; (ii) LIBOR Loans may be converted only on the last
day of an Interest Period for such Loans; and (iii) no Base Rate Loan or Prime Rate Loan may be
converted into a LIBOR Loan or LIBOR Loan continued as or converted into another LIBOR Loan if on
the proposed date of conversion a Default or an Event of Default exists. The Agent shall use its
best efforts to notify the Borrower of the effectiveness of such conversion, and the new interest
rate to which the converted Loans are subject, as soon as practicable after the conversion;
provided, however, that any failure to give such notice shall not affect the (i) Borrower’s
obligations, or the Agent’s or the Lenders’ rights and remedies, hereunder in any way whatsoever,
or (ii) conversion of such Loan into a different Type of Loan.



(b) Notwithstanding anything to the contrary contained in this Agreement, no Prime Rate Loan
may be outstanding as a Prime Rate Loan for more than thirty (30) days. If any Prime Rate Loan is
not converted to another Type of Loan within thirty (30) days of the initial advance (or
conversion) thereof, then such Prime Rate Loan shall automatically convert to a Base Rate Loan on
the 31st day after the initial advance (or conversion) thereof.




	 	 	 	Section 2.18 Additional Costs; Capital Requirements. 





(a) In the event that any existing or future law or regulation, guideline or interpretation
thereof, by any court or administrative or Governmental Authority (foreign or domestic) charged
with the administration thereof, or compliance by any Lender with any request or directive (whether
or not having the force of law) of any such authority shall impose, modify or deem applicable or
result in the application of, any capital maintenance, capital ratio or similar requirement against
loan commitments made by any Lender hereunder, and the result of any event referred to above is to
impose upon any Lender or increase any capital requirement applicable as a result of the making or
maintenance of such Lender’s Revolving Credit Commitment or the obligation of the Borrower
hereunder with respect to such Revolving Credit Commitment (which imposition of capital
requirements may be determined by each Lender’s reasonable allocation of the aggregate of such
capital increases or impositions), then, within fifteen (15) Business Days’ of demand made by such
Lender as promptly as practicable after it obtains knowledge that such law, regulation, guideline,
interpretation, request or directive exists and determines to make such demand, the Borrower shall
pay to such Lender from time to time as specified by such Lender additional amounts which shall be
sufficient to compensate such Lender for such imposition of or increase in capital requirements
together with interest on each such amount from the date demanded until payment in full thereof at
the Post-Default Rate. All references to any “Lender” shall be deemed to include any participant
in such Lender’s Revolving Credit Commitment.



(b) In the event that any Regulatory Change shall: (i) change the basis of taxation of any
amounts payable to any Lender under this Agreement or the Notes in respect of any Loans including,
without limitation, LIBOR Loans (other than taxes imposed on the overall net income of such Lender
for any such Loans by the United States of America or the jurisdiction in which such Lender has its
principal office); or (ii) impose or modify any reserve, Federal Deposit Insurance Corporation
premium or assessment, special deposit or similar requirements relating to any extensions of credit
or other assets of, or any deposits with or other liabilities of, such Lender (including any of
such Loans or any deposits referred to in the definition of “LIBOR Base Rate” in Article I hereof);
or (iii) impose any other conditions affecting this Agreement in respect of Loans, including,
without limitation, LIBOR Loans (or any of such extensions of credit, assets, deposits or
liabilities); and the result of any event referred to in clause (i), (ii) or (iii) above shall be
to increase such Lender’s costs of making or maintaining any Loans including, without limitation,
LIBOR Loans, or its Revolving Credit Commitment, or to reduce any amount receivable by such Lender
hereunder in respect of its Commitment (such increases in costs and reductions in amounts
receivable are hereinafter referred to as “Additional Costs”) in each case, only to the extent,
with respect to LIBOR Loans, that such Additional Costs are not included in the LIBOR Base Rate
applicable to LIBOR Loans, then, within fifteen (15) Business Days’ of demand made by such Lender
as promptly as practicable after it obtains knowledge that such a Regulatory Change exists and
determines to make such demand (a copy of which demand shall be delivered to the Agent), the
Borrower shall pay to such Lender from time to time as specified by such Lender, additional amounts
which shall be sufficient to compensate such Lender for such increased cost or reduction in amounts
receivable by such Lender from the date of such change, together with interest on each such amount
from the date demanded until payment in full thereof at the Post-Default Rate. All references to
any “Lender” shall be deemed to include any participant in such Lender’s Revolving Credit
Commitment.



(c) Without limiting the effect of the foregoing provisions of this Section 2.18, in the event
that, by reason of any Regulatory Change, any Lender either: (i) incurs Additional Costs based on
or measured by the excess above a specified level of the amount of a category of deposits or other
liabilities of such Lender which includes deposits by reference to which the interest rate on LIBOR
Loans is determined as provided in this Agreement or a category of extensions of credit or other
assets of such Lender which includes LIBOR Loans, or (ii) becomes subject to restrictions on the
amount of such a category of liabilities or assets that it may hold, then, if such Lender so elects
by notice to the Borrower (with a copy to the Agent), the obligation of such Lender to make, and to
convert Loans of any other Type into, Loans of such Type hereunder shall be suspended until the
date such Regulatory Change ceases to be in effect (and all Loans of such Type then outstanding
shall be converted into Base Rate Loans or into LIBOR Loans of another duration as the case may be,
in accordance with Sections 2.17 and 2.21).



(d) Determinations by any Lender for purposes of this Section 2.18 of the effect of any
Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in
respect of Loans, and of the additional amounts required to compensate such Lender in respect of
any Additional Costs, shall be set forth in writing in reasonable detail describing the Additional
Costs together with a calculation demonstrating the allocation to the Borrower of such Additional
Costs.




	 	 	 	Section 2.19 Limitation on Types of Loans. 





Anything herein to the contrary notwithstanding, if, on or prior to the determination of an
interest rate for any LIBOR Loans for any Interest Period therefor, the Required Lenders reasonably
determine:



(a) by reason of any event affecting the money markets in the United States of America or the
London interbank market, quotations of interest rates for the relevant deposits are not being
provided in the relevant amounts or for the relevant maturities for purposes of determining the
rate of interest for such Loans under this Agreement; or



(b) the rates of interest referred to in the definition of “LIBOR Base Rate” in Article 1
hereof upon the basis of which the rate of interest on any LIBOR Loans for such period is
determined, do not accurately reflect the cost to the Lenders of making or maintaining such Loans
for such period;



then the Agent shall give the Borrower and each Lender prompt notice thereof (and shall thereafter
give the Borrower and each Lender prompt notice of the cessation, if any, of such condition), and
so long as such condition remains in effect, the Lenders shall be under no obligation to make Loans
of such Type or to convert Loans of any other Type into Loans of such Type and the Borrower shall,
on the last day(s) of the then current Interest Period(s) for the outstanding Loans of the
affected Type either repay such Loans in accordance with Section 2.5 hereof or convert such Loan
into Loans of another Type in accordance with Section 2.17 hereof.




	 	 	 	Section 2.20 Illegality. 





Notwithstanding any other provision in this Agreement, in the event that it becomes unlawful
for any Lender or its applicable Lending Office to: (a) honor its obligation to make LIBOR Loans
hereunder, or (b) maintain LIBOR Loans hereunder, then such Lender shall promptly notify the
Borrower thereof (with a copy to the Agent), describing such illegality in reasonable detail (and
shall thereafter promptly notify the Borrower and the Agent of the cessation, if any, of such
illegality), and such Lender’s obligation to make LIBOR Loans and to convert Base Rate Loans into
LIBOR Loans hereunder shall, upon written notice given by such Lender to the Borrower, be suspended
until such time as such Lender may again make and maintain LIBOR Loans and such Lender’s
outstanding LIBOR Loans shall be converted into Base Rate Loans, in accordance with Sections 2.17
and 2.21 hereof.




	 	 	 	Section 2.21 Certain Conversions pursuant to Sections 2.18 and 2.20.






If the Loans of any Lender of a particular Type (Loans of such Type are hereinafter referred
to as “Affected Loans” and such Type is hereinafter referred to as the “Affected Type”) are to be
converted pursuant to Section 2.18(c) or 2.20 hereof, such Lender’s Affected Loans shall be
converted into Base Rate Loans, or LIBOR Loans of another Type, as the case may be (the “New Type
Loans”), on the last day(s) of the then current Interest Period(s) for the Affected Loans (or, in
the case of a conversion required by subsection 2.18(c) or Section 2.20 hereof, on such earlier
date as such Lender may specify to the Borrower with a copy to the Agent) and, until such Lender
gives notice as provided below that the circumstances specified in Section 2.18(c) or 2.20 hereof
which gave rise to such conversion no longer exist:



(a) to the extent that such Lender’s Affected Loans have been so converted, all repayments of
principal which would otherwise be applied to such Affected Loans shall be applied instead to its
New Type Loans;



(b) all Loans which would otherwise be made by such Lender as Loans of the Affected Type shall
be made instead as New Type Loans and all Loans of such Lender which would otherwise be converted
into Loans of the Affected Type shall be converted instead into (or shall remain as) New Type
Loans.




	 	 	 	Section 2.22 Indemnification. 





The Borrower shall pay to the Agent for the account of each Lender, upon the request of such
Lender through the Agent, such amount or amounts as shall compensate such Lender for any loss
(including loss of profit), cost or expense incurred by such Lender (as reasonably determined by
such Lender) as a result of:



(a) any payment or repayment or conversion of a LIBOR Loan held by such Lender on a date other
than the last day of an Interest Period for such LIBOR Loan except pursuant to Sections 2.18 or
2.20 hereof; or



(b) any failure by the Borrower to borrow a LIBOR Loan held by such Lender (other than that
caused by a failure of such Lender to fund such LIBOR Loan) on the date for such borrowing
specified in the relevant Borrowing Notice under Section 2.2 hereof,



such compensation to include, without limitation, an amount equal to: (i) any loss or expense
suffered by such Lender during the period from the date of receipt of such early payment or
repayment or the date of such conversion to the last day of such Interest Period if the rate of
interest obtainable by such Lender upon the redeployment of an amount of funds equal to such
Lender’s pro rata share of such payment, repayment or conversion or failure to borrow or convert is
less than the rate of interest applicable to such LIBOR Loan for such Interest Period, or (ii) any
loss or expense suffered by such Lender in liquidating LIBOR deposits prior to maturity which
correspond to such Lender’s pro rata share of such payment, repayment, conversion, failure to
borrow or failure to convert. The determination by each such Lender of the amount of any such loss
or expense, when set forth in a written notice to the Borrower, containing such Lender’s
calculation thereof in reasonable detail, shall be presumed correct, in the absence of manifest
error.




	 	 	 	Section 2.23 Special Provisions Regarding Defaulting Lenders.





Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a
Defaulting Lender, then the following provisions shall apply for so long as such Lender is a
Defaulting Lender:



(a) Fees shall cease to accrue on the unfunded portion of the Revolving Credit Commitment of
such Defaulting Lender pursuant to Section 2.7(a);



(b) with respect to Defaulting Lenders only, the Revolving Credit Commitments of such
Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders
have taken or may take any action hereunder (including any consent to any amendment or waiver
pursuant to Section 10.6), provided that any waiver, amendment or modification requiring the
consent of all Lenders or each affected Lender which affects such Defaulting Lender differently
than other affected Lenders shall require the consent of such Defaulting Lender; and



(c) any amount payable to such Defaulting Lender hereunder (whether on account of principal,
interest, fees or otherwise payable to such Defaulting Lender pursuant to the Loan Documents)
shall, in lieu of being distributed to such Defaulting Lender, be retained by the Agent in a
segregated account and, subject to any applicable requirements of law, be applied at such time or
times as may be determined by the Agent (i) first, to the payment of any amounts owing by such
Defaulting Lender to the Agent hereunder, (ii) second, to the funding of any Revolving Credit Loan
in respect of which such Defaulting Lender has failed to fund its portion thereof as required by
this Agreement, as determined by the Agent, (iii) third, if so determined by the Agent and the
Borrower, held in such account as cash collateral for future funding obligations of the Defaulting
Lender of any Revolving Credit Loans under this Agreement, (iv) fourth , to the payment of any
amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction
obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement, (v) fifth , to the payment of any amounts owing to
the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the
Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its
obligations under this Agreement, and (vii) sixth, to such Defaulting Lender or as otherwise
directed by a court of competent jurisdiction; provided that if such payment is (x) a prepayment of
the principal amount of any Loans for which a Defaulting Lender has funded its participation
obligations and (y) made at a time when the conditions set forth in Section 4.2 are satisfied, such
payment shall be applied solely to prepay the Revolving Loans of, and reimbursement obligations
owed to, all Non-Defaulting Revolving Lenders pro rata prior to being applied to the prepayment of
any Revolving Loans, or reimbursement obligations owed to, any Defaulting Lender.



(d) The Non-Defaulting Lenders shall also have the right, but not the obligation, in their
respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on
the respective Revolving Credit Commitments of those Lenders electing to exercise such right) the
Defaulting Lender’s Revolving Credit Commitment to fund future advances of Revolving Credit Loans
(the “Future Commitment”). Upon any such purchase of the pro rata share of any Defaulting Lender’s
Future Commitment, the Defaulting Lender’s share in future Loans and its rights under the Credit
Documents with respect thereto shall terminate on the date of purchase, and the Defaulting Lender
shall promptly execute all documents reasonably requested to surrender and transfer such interest,
including, if so requested, an Assignment and Acceptance. Each Defaulting Lender shall indemnify
Agent and each Non-Defaulting Lender from and against any and all loss, damage or expenses,
including but not limited to reasonable attorney’s fees and costs and funds advanced by Agent or by
any Non-Defaulting Lender, on account of any Defaulting Lender’s failure to timely fund its
Revolving Percentage of a Loan or to otherwise perform its obligations under the Loan Documents.



(e) In the event that the Agent and the Borrower each agrees that a Defaulting Lender has
adequately remedied all matters that caused such Revolving Lender to be a Defaulting Lender, then
the pro rata share of the Revolving Exposure of the Lenders shall be readjusted to reflect the
inclusion of such Lender’s Revolving Credit Commitment and on such date such Lender shall purchase
at par such of the Revolving Credit Loans of the other Lenders as the Agent shall determine may be
necessary in order for such Lender to hold such Revolving Credit Loans in accordance with its
Revolving Percentage.



(f) Upon any Lender becoming a Defaulting Lender, Borrower may remove and replace such
Defaulting Lender in accordance with Section 10.17 hereof.




	 	 	 	Section 2.24 Extension of Revolving Credit Commitment Termination
Date.





Subject to the following provisions, the Borrower shall have the option to extend the initial
Revolving Credit Commitment Termination Date to June 30, 2015 (the “Extended Revolving Credit
Commitment Termination Date”). By written notice to the Agent delivered no later than three (3)
months prior to the initial Revolving Credit Commitment Termination Date, so long as no Event of
Default has occurred (and remains uncured), the Borrower may request such extension to the initial
Revolving Credit Commitment Termination Date (which request shall be accompanied by a Compliance
Certificate). Promptly upon receipt of such written notice, the Agent shall deliver a copy to each
Lender and the initial Revolving Credit Commitment Termination Date shall be deemed so extended.
In the event that the Borrower shall have delivered an extension notice under this Section 2.24,
the Borrower shall pay to the Agent for the ratable benefit of the Lenders on the initial Revolving
Credit Commitment Termination Date, a non-refundable extension fee (the “Extension Fee”) in an
amount equal to fifty (50) basis points multiplied by the Total Revolving Credit Commitment, as
then in effect.




	 	 	 	Section 2.25 Increase in Total Revolving Credit Commitment. 





(a) The Borrower may at its sole expense and effort and after consulting with the Agent,
request: (i) one or more Lenders acceptable to the Agent to increase (in the sole and absolute
discretion of each such Lender) the amount of their respective Revolving Credit Commitments, and/or
(ii) one or more other lending institutions acceptable to the Agent (each, a “New Lender”) to
become “Lenders” and extend Revolving Credit Commitments hereunder (each such existing Lender and
each New Lender being referred to as a “Proposed Lender”). To request an increase pursuant to this
Section 2.25 (the “Commitment Increase”), the Borrower shall submit to the Agent a written increase
request signed by the Borrower and in form approved by the Agent (the “Increase Request”), which
shall specify, as the case may be: (A) each such existing Lender and the amount of the proposed
increase to its Revolving Credit Commitment, or (B) the proposed Revolving Credit Commitment for
each New Lender. Promptly following receipt of the Increase Request, the Agent shall advise each
Proposed Lender of the details thereof.



(b) If one or more Proposed Lender(s) shall have unconditionally agreed to such Increase
Request in a writing delivered to the Borrower and the Agent at any time prior to the 30th day
following the date of the delivery to such Proposed Lenders(s) of the Increase Request (each such
Proposed Lender being hereinafter referred to as an “Incremental Lender”), then: (x) each such
Incremental Lender which shall then be an existing Lender shall have its Revolving Credit
Commitment increased by the amount set forth in the Increase Request, and (y) each such Incremental
Lender which shall then be a New Lender shall be and become a “Lender” hereunder having a Revolving
Credit Commitment equal to the amount set forth in such Increase Request, provided, however, that
(1) immediately before and after giving effect thereto, no Default or Event of Default shall or
would exist, (2) each such Incremental Lender shall have executed and delivered to the Agent a
supplement to this Agreement providing for its increased Revolving Credit Commitment or its
Revolving Credit Commitment, as applicable, in form approved by the Agent, (3) the increase of the
Total Revolving Credit Commitment specified in the Increase Request shall be not more than
$28,500,000, (4) the minimum Revolving Credit Commitment extended by each Incremental Lender which
is a New Lender shall be in a minimum amount of $15,000,000 or an integral multiple of $1,000,000
in excess thereof, and (5) the minimum increase to the Revolving Credit Commitment extended by each
Incremental Lender which is an existing Lender shall be in a minimum amount of $5,000,000 or an
integral multiple of $1,000,000 in excess thereof.



Simultaneously with the Commitment Increase under this Section 2.25, each Incremental Lender
shall, to the extent necessary, purchase from each other existing Lender, and each other existing
Lender shall sell to each Incremental Lender, in each case at par and without representation,
warranty, or recourse (in accordance with and subject to the restrictions contained in Section
10.13), such principal amount of Loans of such other existing Lender(s), together with all accrued
and unpaid interest thereon, as will result, after giving effect to such transaction, in each
Lender’s pro rata share of Loans outstanding being equal to such Lender’s pro rata share of the
Total Revolving Credit Commitment, provided that each such assignor Bank shall have received (to
the extent of the interests, rights and obligations assigned) payment then due and owing of the
outstanding principal amount of its Loans, accrued interest thereon, accrued fees, commissions and
all other amounts payable to it under the Loan Documents from the applicable assignee Lenders (to
the extent of such outstanding principal and accrued interest, fees and commissions) or the
Borrower (in the case of all other amounts).



	 	 	 
	Article 3.Representations and Warranties.
	The Borrower hereby represents and warrants to the Lenders and the Agent that:

	Section 3.1

	 	Organization.
	
 
	 	 






(a) Each Loan Party is duly organized and validly existing under the laws of its state of
organization and has the power to own its assets and to transact the business in which it is
presently engaged and in which it proposes to be engaged. Schedule 3.1 hereto accurately and
completely lists, as to each Loan Party: (i) the state of incorporation or organization of each
such entity, (ii) as to each of them that is a corporation, the classes and number of authorized
and outstanding shares of capital stock of each such corporation, and (iii) the business in which
each of such entities is engaged. All of the foregoing shares or other Equity Interests that are
issued and outstanding have been duly and validly issued and are fully paid and non-assessable.
Except as set forth on Schedule 3.1 the Borrower has no Subsidiaries on the Closing Date.



(b) Each Loan Party is in good standing in its state of organization and in each state in
which it is qualified to do business. There are no jurisdictions other than as set forth on
Schedule 3.1 hereto in which the character of the properties owned or proposed to be owned by each
Loan Party or in which the transaction of the business of each Loan Party as now conducted or as
proposed to be conducted requires or will require such Loan Party to qualify to do business and as
to which failure so to qualify could have a Material Adverse Effect on such Loan Party.




	 	 	 	Section 3.2 Power, Authority, Consents. 





Each Loan Party has the power to execute, deliver and perform the Loan Documents to be
executed by it. Each Loan Party has the power to borrow hereunder (and to guarantee the
Obligations under its respective Guaranty) and has taken all necessary action, corporate or
otherwise, to authorize the borrowing hereunder (and to guarantee the Obligations under its
respective Guaranty) on the terms and conditions of the Loan Documents. Each Loan Party has taken
all necessary action, corporate or otherwise, to authorize the execution, delivery and performance
of the Loan Documents to be executed by it. No consent or approval of any Person (including,
without limitation, any stockholder of any Loan Party), no consent or approval of any landlord or
mortgagee, no waiver of any Lien or right of distraint or other similar right and no consent,
license, certificate of need, approval, authorization or declaration of any governmental authority,
bureau or agency, is or will be required in connection with the execution, delivery or performance
by each Loan Party, or the validity or enforcement of the Loan Documents.




	 	 	 	Section 3.3 No Violation of Law or Agreements. 





The execution and delivery by each Loan Party of each Loan Document to which it is a party and
performance by it hereunder and thereunder, will not violate any provision of law and will not
conflict with or result in a breach of any order, writ, injunction, ordinance, resolution, decree,
or other similar document or instrument of any court or governmental authority, bureau or agency,
domestic or foreign, or any certificate of incorporation or by-laws or other organizational
document of each Loan Party, or create (with or without the giving of notice or lapse of time, or
both) a default under or breach of any agreement, bond, note or indenture to which any Loan Party
is a party, or by which any Loan Party is bound or any of their respective properties or assets is
affected, except for such defaults and breaches which in the aggregate could not have a Material
Adverse Effect on the Loan Parties, or result in the imposition of any Lien of any nature
whatsoever upon any of the properties or assets owned by or used in connection with the business of
each Loan Party.




	 	 	 	Section 3.4 Due Execution, Validity, Enforceability. 





This Agreement and each other Loan Document to which each Loan Party is a party has been duly
executed and delivered by each Loan Party that is a party thereto and each constitutes the valid
and legally binding obligation of each Loan Party, enforceable in accordance with its terms, except
as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, or other similar laws, now or hereafter in effect, relating to or affecting the
enforcement of creditors’ rights generally and except that the remedy of specific performance and
other equitable remedies are subject to judicial discretion.




	 	 	 	Section 3.5 Title to Properties. 





Each of the Loan Parties has good and marketable title in fee simple to, or valid leasehold
interests in, all real property necessary or used in the ordinary course of its business, except
for such defects in title as could not, individually or in the aggregate, have a Material Adverse
Effect.




	 	 	 	Section 3.6 Judgments, Actions, Proceedings. 





Except as set forth on Schedule 3.6 hereto, there are no outstanding judgments,
investigations, actions or proceedings, including, without limitation, any Environmental
Proceeding, pending before any court or governmental authority, bureau or agency, with respect to
or, to the best of each Loan Party’s knowledge, threatened against or affecting such Loan Party or
any of its assets involving, in the case of any court proceeding, a claim in excess of One Hundred
Thousand ($100,000) Dollars, nor, to the best of each Loan Party’s knowledge, is there any
reasonable basis for the institution of any such action or proceeding that is probable of
assertion, nor are there any pending actions or proceedings in which any Loan Party is a plaintiff
or complainant.




	 	 	 	Section 3.7 No Defaults, Compliance With Laws. 





Except as set forth on Schedule 3.7 hereto, none of the Loan Parties is in default under any
agreement, ordinance, resolution, decree, bond, note, indenture, order or judgment to which it is a
party or by which it is bound, or any other agreement or other instrument by which any of the
properties or assets owned by it or used in the conduct of its business is affected, which default
could have a Material Adverse Effect on such Loan Party. Each Loan Party has complied and is in
compliance in all material respects with all applicable laws, ordinances and regulations,
resolutions, ordinances, decrees, executive orders and other similar documents and instruments of
all courts and governmental authorities, bureaus and agencies, domestic and foreign, including,
without limitation, all applicable provisions of the Americans with Disabilities Act (42 U.S.C.
§12101-12213) and the regulations issued thereunder and all applicable Environmental Laws and
Regulations, non-compliance with which could have a Material Adverse Effect on such Loan Party.




	 	 	 	Section 3.8 Burdensome Documents. 





Except as set forth on Schedule 3.8 hereto, none of the Loan Parties is a party to or bound
by, nor are any of the properties or assets owned by any of the Loan Parties used in the conduct of
their respective businesses affected by, any agreement, ordinance, resolution, decree, bond, note,
indenture, order or judgment, including, without limitation, any of the foregoing relating to any
Environmental Liability, that materially and adversely affects their respective businesses, assets
or conditions, financial or otherwise.




	 	 	 	Section 3.9 Financial Statements. 





Each of the Financial Statements is complete and presents fairly the consolidated financial
position of Parent Guarantor and its Subsidiaries as at its date, and has been prepared in
accordance with GAAP. None of the Loan Parties to which any of the Financial Statements relates,
has any material obligation, liability or commitment, direct or contingent (including, without
limitation, any Environmental Liability), that is not reflected in the Financial Statements. There
has been no material adverse change in the financial position or operations of any of the Loan
Parties since the date of the latest balance sheet included in the Financial Statements (the
“Latest Balance Sheet”). Each Loan Parties’ fiscal year is the twelve-month period ending on
December 31 in each year.




	 	 	 	Section 3.10 Tax Returns. 





Each Loan Party has filed all federal, state and local tax returns required to be filed by it
(subject to permitted extensions) and has not failed to pay any taxes, or interest and penalties
relating thereto, on or before the due dates thereof. Except to the extent that reserves therefor
are reflected in the Financial Statements: (i) there are no material federal, state or local tax
liabilities of any of the Loan Parties, due or to become due for any tax year ended on or prior to
the date of the Latest Balance Sheet relating to such entity, whether incurred in respect of or
measured by the income of such entity, that are not properly reflected in the Latest Balance Sheet
relating to such entity, and (ii) there are no material claims pending or, to the knowledge of each
of the Loan Parties, proposed or threatened against such Loan Party for past federal, state or
local taxes, except those, if any, as to which proper reserves are reflected in the Financial
Statements.




	 	 	 	Section 3.11 Intangible Assets. 





Each Loan Party possesses all patents, trademarks, service marks, trade names, and copyrights,
and rights with respect to the foregoing, necessary to conduct its business as now conducted and as
proposed to be conducted, without, to the knowledge of each of the Loan Parties (after due inquiry
into the matters being certified), any conflict with the patents, trademarks, service marks, trade
names, and copyrights and rights with respect to the foregoing, of any other Person.




	 	 	 	Section 3.12 Regulation U. 





No part of the proceeds received by any of the Loan Parties from the Loans will be used
directly or indirectly for: (a) any purpose other than as set forth in Section 2.8 hereof, or (b)
the purpose of purchasing or carrying, or for payment in full or in part of Indebtedness that was
incurred for the purposes of purchasing or carrying, any “margin stock”, as such term is defined in
§221.3 of Regulation U of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter
II, Part 221.




	 	 	 	Section 3.13 Name Changes, Mergers, Acquisitions. 





Except as set forth on Schedule 3.13 hereto, none of the Loan Parties has within the six-year
period immediately preceding the date of this Agreement changed its name, been the surviving entity
of a merger or consolidation, or, except in the ordinary course of business, acquired all or
substantially all of the assets of any Person.




	 	 	 	Section 3.14 Full Disclosure. 





Neither the Financial Statements nor any certificate, opinion, or any other statement made or
furnished in writing to the Agent or any Lender by or on behalf of the Loan Parties in connection
with this Agreement or the transactions contemplated herein, contains any untrue statement of a
material fact, or omits to state a material fact necessary in order to make the statements
contained therein or herein not misleading, as of the date such statement was made. There is no
fact known to any Loan Party that has, or would in the now foreseeable future have, a Material
Adverse Effect on such Loan Party, which fact has not been set forth herein, in the Financial
Statements or any certificate, opinion or other written statement so made or furnished to the Agent
or the Lenders.




	 	 	 	Section 3.15 Licenses and Approvals. 





(a) Each Loan Party has all necessary licenses, permits and governmental authorizations,
including, without limitation, licenses, permits and authorizations arising under or relating to
Environmental Laws and Regulations, to own and operate its properties and to carry on its business
as now conducted, the absence of which would have a Material Adverse Effect on any Loan Party.



(b) No violation exists of any applicable law pertaining to the ownership or operation of any
Eligible Facility or any Operator that would have a reasonable likelihood of leading to revocation
of any license necessary for the operation of such Eligible Facility.




	 	 	 	Section 3.16 ERISA. 





(a) Except as set forth on Schedule 3.16 hereto, no Employee Benefit Plan is maintained or has
ever been maintained by any Loan Party or any ERISA Affiliate, nor has any Loan Party or any ERISA
Affiliate ever contributed to a Multiemployer Plan.



(b) There are no agreements which will provide payments to any officer, employee, stockholder
or highly compensated individual which will be “parachute payments” under 280G of the Code that are
nondeductible to any Loan Party and which will be subject to tax under Section 4999 of the Code for
which any Loan Party will have a material withholding liability.




	 	 	 	Section 3.17 Governmental Regulation.





No Loan Party is an “investment company” or a company “controlled” by an “investment company”
as defined in, or subject to regulation under, the Investment Company Act of 1940 or subject to
regulation under the Public Utility Holding Company Act of 2005.




	 	 	 	Section 3.18 USA Patriot Act.





(a) Neither the Loans contemplated hereunder nor the use of the proceeds thereof will violate
the Anti-Terrorism Order, the USA Patriot Act, the Trading with the Enemy Act, as amended, or any
of the foreign assets control regulations of the United States Treasury Department (31 CFR,
Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.



(b) Neither the Parent Guarantor, Borrower nor any Subsidiary (1) is a Person described or
designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign
Assets Control or in Section 1 of the Anti-Terrorism Order, or (2) to the best knowledge of
Borrower, engages in any dealings or transactions with any such Person. The Parent Guarantor, the
Borrower and their respective Subsidiaries are in compliance, in all material respects, with the
USA Patriot Act.



(c) No part of the proceeds from the Loans hereunder will be used, directly or indirectly, for
any payments to any governmental official or employee, political party, official of a political
party, candidate for political office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in violation of the United
States Foreign Corrupt Practices Act of 1977, as amended.




	 	 	 	Section 3.19 REIT Status. 





Parent Guarantor does not currently have REIT Status but will elect REIT Status with the
filing of its United States Federal Income Tax return for the year ending December 31, 2010.




	 	 	 	Section 3.20 Solvency. 





(a) The application of the Loan proceeds constitutes reasonably equivalent value in exchange
for all of the transfers for security made and obligations incurred by each Loan Party under the
Loan Documents.



(b) No Mortgage or other Collateral Documents is being executed by any Subsidiary Guarantor
for or on account of any antecedent debt owed by any Loan Party to Lender.



(c) No Borrower is insolvent as of the date hereof, nor shall any Borrower be insolvent on the
date of the Loan Closing.



(d) The execution, delivery and recording of the Mortgages and the other Collateral Documents
are intended by Loan Parties, Agent and Lenders to be a contemporaneous exchange for new value
given to the Loan Parties and shall in fact be a substantially contemporaneous exchange.



(e) The transfers for security made and obligations incurred by Loan Parties under the Loan
Documents are not made with actual intent to hinder, delay, or defraud any entity to which any Loan
Party was, is, or subsequently becomes indebted.



(f) No Loan Party is or shall be Insolvent on the date that any transfer is to be made or
obligation to be incurred under the terms of the Loan Documents, nor shall any Loan Party become
Insolvent as a result of such transfer or obligation.



(g) No Loan Party is engaged in business or a transaction, or is about to engage in business
or a transaction, for which any property remaining with such Loan Party is an unreasonably small
amount of capital in relation to such business or transaction.



(h) No Loan Party intends to incur, or believes that it will incur, debts that would be beyond
such Loan Party’s ability to pay as such debts mature.



	 	 	 	 	 
	Article 4.	 	Conditions to the Loans.

	 	 	 

	 	 	Section 4.1

	 	Conditions to Initial Loan(s).
	 	 	
 
	 	 






The obligation of each Lender to execute and deliver this Agreement shall be subject to the
fulfillment (to the satisfaction, in both form, scope and substance, of the Agent) of the following
conditions precedent:



(a) Revolving Credit Notes. The Borrower shall have executed and delivered to each Lender its
Revolving Credit Note.



(b) Fees. The Borrower shall have paid (i) to the Agent, for the benefit of the Lenders, the
Underwriting Fee, and (ii) fees and expense of counsel to the Agent due pursuant to Section 10.1.



(c) Opinions of Counsel. Counsel to the Borrower and each Subsidiary Guarantor in existence
on such date shall have delivered its opinion (or, as the case may be, their opinions) to, and in
form and substance satisfactory to, the Agent. Such opinion(s) will, inter alia, cover such local
law matters in the jurisdiction where any such proposed Eligible Facility is located as Agent shall
reasonably request.



(d) Financial Statements; Pro Forma Compliance Certificate. The Agent shall have received
complete copies of (i) the Financial Statements, and (ii) a pro forma compliance certificate
addressing compliance with each of the financial covenants contained herein, each certified as such
in a certificate executed by an executive officer of Borrower (and based upon such executive
officer’s knowledge, after due inquiry into the matters being certified).



(e) Guaranty. The Parent Guarantor and each then Subsidiary Guarantor shall have executed and
delivered its respective Guaranty.



(f) Mortgage and Other Collateral Documents. Each then Subsidiary Guarantor shall have
delivered its respective Mortgage and other Collateral Documents related to its Eligible Facility
and the same shall have been delivered and deposited (i) into escrow for filing and recording or
(ii) pursuant to such other arrangements as are satisfactory to Agent.



(g) Title Insurance. Agent shall have received a commitment to deliver an ALTA Lenders title
insurance policy covering each Eligible Facility in favor of the Agent, such policy to be in the
amount not less than the Assigned Credit Advance Value and to be reasonably satisfactory to the
Agent with such customary endorsements and affirmative assurances issued by the title company as a
routine matter (each, a “Title Policy”).



(h) Survey. At least five (5) Business Days prior to the Closing Date, Borrowers shall have
delivered to the Agent an ALTA/ACSM survey (each a “Survey”) of each Eligible Facility owned by (or
to be owned by) a Subsidiary Guarantor on the Closing Date, each reasonably acceptable to the Agent
and caused any exceptions to the related title insurance delivered on the Closing Date pursuant to
Section 4.1.(g) above with respect to the non-delivery of such survey on the Closing Date to be
removed.



(i) Intercompany Notes. The Agent shall have received the executed Intercompany Notes in
existence on such date, together with an executed endorsement (in blank) thereto.



(j) Subordination Agreement(s). The Agent shall have received the executed Subordination
Agreement(s) in favor of Agent and Lenders regarding the Subordinated Intercompany Indebtedness.



(k) Corporate Proceedings. The Agent shall have received copies of the following:



(i) The certificates of incorporation (or other organizational documents) of each Loan Party
in existence on such date, certified by the Secretary of State of their respective states of
organization;



(ii) The by-laws (or other organizational documents) of each Loan Party in existence on such
date, certified by their respective secretaries;



(iii) All action taken by each Loan Party in existence on such date, corporate or otherwise
(including without limitation, any resolutions or other consents), to authorize the execution,
delivery and performance of each of the Loan Documents to which it is a party and the transactions
contemplated thereby, certified by their respective secretaries;



(iv) Good standing certificates as of a recent date, with respect to each Loan Party in
existence on such date from the Secretary of State of their respective states of organization and
each state in which each of them is qualified to do business; and



(v) An incumbency certificate (with specimen signatures) with respect to each Loan Party in
existence on such date.



(l) Officer’s Certificate. A certificate from an authorized officer of each Loan Party to the
effect that, to the best of such officer’s knowledge, after due inquiry into the matters being
certified (i) each Loan Party in existence on such date shall have complied and shall then be in
compliance with all of the terms, covenants and conditions of this Agreement;



(ii) After giving effect to the initial Loan, there shall exist no Default or Event of Default
hereunder; and



(iii) The representations and warranties contained in Article 3 hereof shall be true and
correct on the date hereof;



and the borrowing by the Borrower of the initial Loan hereunder shall constitute a representation
and warranty by the Borrower as of the date hereof that the conditions set forth in this subsection
4.1(l) have been satisfied.



(m) Search Results; Lien Terminations. Certified copies of judgment, tax, bankruptcy and
Uniform Commercial Code search reports dated a date reasonably near to the Closing Date, listing
all effective financing statements which name any Loan Party (under their present names and any
previous names) as debtors, together with (i) copies of such financing statements, (ii) Lien
releases in respect of Liens to be released in connection with each Acquisition, and (iii) such
other Uniform Commercial Code termination statements as the Agent may reasonably request.



(n) Appraisal. On or prior to the Closing Date, the Agent shall have received an Appraisal of
each proposed Eligible Facility, which shall be reasonably acceptable to the Agent; provided,
however, that such Appraisal may be delivered, with Agent’s prior consent (which will not be
unreasonably withheld), within ten (10) Business Days after such Closing Date.



(o) Letter of Direction. A letter of direction containing funds flow information with respect
to the proceeds of the Loan on the Closing Date.



(p) Property Condition Report. The Agent shall have received a property condition report (the
“Property Condition Report”) from a third party consultant with respect to each proposed Eligible
Facility, which report shall be in form and substance reasonably acceptable to the Agent.



(q) Environmental Audit; Environmental Indemnity Agreement. At least ten (10) Business Days
prior to the Closing Date, the Agent shall have received an Environmental Audit for each proposed
Eligible Facility addressed to the Agent and each Lender or accompanied by a letter allowing such
Persons to rely thereon. Additionally, the Borrower and each then Subsidiary Guarantor shall have
executed and delivered an Environmental Indemnity Agreement.



(r) Additional Information Regarding Proposed Eligible Facilities. Agent shall have received
all such information as the Agent shall request with respect to each proposed Eligible Facility and
Subsidiary Guarantor together with information concerning (i) its unit mix and scheduled rents and
ancillary fees, building age, fire protection attributes, emergency call systems and other health
and safety matters, (ii) all leases (and amendments thereto) associated with such proposed Eligible
Facility, (iii) copies of all contracts and leases for equipment utilized at such proposed Eligible
Facility, (iv) operating statements (annual) for the prior two (2) years at such proposed Eligible
Facility, if available, or such operating statements for any available shorter period, (v)
operating statements (year to date) for such proposed Eligible Facility, if available, (vi) monthly
occupancy reports (for prior twelve (12) months) for such proposed Eligible Facility, if available,
(vii) rent rolls in detail satisfactory to Agent (which shall set forth, inter alia, any residents
that are the beneficiary of any State or Federal subsidy or assistance programs (such as Medicaid,
Medicare or Medicaid Waiver), (viii) information concerning the proposed manager of such proposed
Eligible Facility as Agent shall request (including information regarding such proposed manager’s
other real estate and its recent annual and interim financial statements), (ix) a copy of the
proposed management agreement relating to such proposed Eligible Facility, (x) evidence that such
proposed Eligible Facility is not located in an area designated by the Secretary of Housing and
Urban Development as a special flood zone area, or flood hazard insurance acceptable to Agent in
its sole discretion; (xi) information, to the extent available, pertaining to all surveys performed
by the respective Governmental Authorities relating to such proposed Eligible Facilities
(including, in each case, follow-up revisits, plans of corrective actions and letters indicating
that the proposed Eligible Facilities are in substantial compliance with the requirements of said
Governmental Authorities), and (xii) copies of all licenses and permits required by law for
operation of such proposed Eligible Facility.



(s) Insurance. Evidence of the existence of insurance (including, without limitation,
payment of all premiums) required to be maintained pursuant to Section 6.8, together with evidence
that the Agent has been named as a lender’s loss payee and the Agent has been named as an
additional insured on all related insurance policies, as appropriate.



(t) Consents, Permits, etc. To the extent not otherwise required hereunder, certified copies
of all documents evidencing any necessary limited liability company action, consents and
governmental approvals (if any) required for the execution, delivery and performance by the Loan
Parties of the documents referred to in this Section 4 and copies of all permits, licenses and
approvals necessary for the acquisition, ownership and operation of the Eligible Facilities by the
Loan Parties.



(u) Other Matters. Such other data and information relating to the business, operations,
affairs, financial condition, assets or properties of the Loan Parties (including the proposed
Eligible Facilities) or relating to the ability of the Loan Parties to perform their obligations
under the Loan Documents as from time to time may be reasonably requested by Agent. All legal
matters incident to the initial Loans shall be satisfactory to counsel to the Agent.




	 	 	 	Section 4.2 Conditions to All Loans. 





The obligation of the Lenders to make the initial Loan and each Loan subsequent to the date
hereof shall be subject to the fulfillment (to the satisfaction of the Agent) of the following
conditions precedent:



(a) The Agent shall have received (i) a Borrowing Notice in accordance with Section 2.2 hereof
and (ii) a pro forma Borrowing Base Certificate.



(b) Each of the Loan Parties shall have complied and shall then be in compliance with all of
the terms, covenants and conditions of this Agreement (including, without limitation, all
provisions relating to the Borrowing Base, inclusions of Eligible Facilities therein and the
calculation thereof).



(c) After giving effect to the requested Loan, there shall exist no Default or Event of
Default hereunder.



(d) The representations and warranties contained in Article 3 hereof (i) shall be true,
correct and complete on and as of such date as if made on and as of such date (and the borrowing by
the Borrower of the requested Loan hereunder shall constitute a representation and warranty by the
Borrower as of the date of such Loan that the conditions set forth in this subsection 4.2(b) have
been satisfied) and (ii) to the extent necessary to comply with 4.2(d)(i) above, each such
representation or warranty (and any related schedules) updated information required to make each
such representation true, correct and complete on such date shall have been delivered to Agent and
all information set forth therein shall be otherwise reasonably satisfactory to Agent.



(e) To the extent not previously delivered with respect to a new proposed Eligible Facility
and Subsidiary Guarantor, all items listed above in Section 4.1(c)-(u) inclusive with respect to
such proposed Eligible Facility and Subsidiary Guarantor.



(f) To the extent requested by Agent, an SNDA with respect to any tenant (including, without
limitation, any Operator or Substantial Tenant) occupying such proposed Eligible Facility in scope,
form and substance satisfactory to Agent and its counsel.



(g) Such other data and information relating to the proposed Eligible Facility, as from time
to time may be reasonably requested by Agent



(h) To the extent requested by Agent, any Guarantor will ratify and reaffirm its respective
Guaranty.



(i) All legal matters incident to such Loan shall be satisfactory to counsel for the Agent.



Article 5. Delivery of Financial Reports, Documents and Other Information. 



While the Revolving Credit Commitments are outstanding, and, in the event any Loan remains
outstanding, so long as the Borrower is indebted to the Lenders or the Agent and until payment in
full of the Notes and full and complete performance of all other Obligations arising hereunder,
Borrower and Parent Guarantor shall deliver to each Lender:




	 	 	 	Section 5.1 Section 5.1 Annual Financial Statements. 





Annually, as soon as available, but in any event within one hundred twenty (120) days after
the last day of each of its fiscal years, a consolidated balance sheet of Parent Guarantor and its
Subsidiaries as at such last day of the fiscal year, and consolidated statements of income and
retained earnings and statements of cash flow, for such fiscal year, each prepared in accordance
with generally accepted accounting principles consistently applied, in reasonable detail, and
certified without qualification by a nationally recognized independent public accounting firm or by
any other certified public accounting firm satisfactory to the Agent as fairly presenting the
financial position and results of operations of Parent Guarantor and its Subsidiaries as at and for
the year ending on its date and as having been prepared in accordance with GAAP.




	 	 	 	Section 5.2 Quarterly Financial Statements. 





(a) As soon as available, but in any event within fifty (50) days after the end of each of
Parent Guarantor’s fiscal quarters (other than the last quarterly fiscal period of each such fiscal
year), a consolidated balance sheet of Parent Guarantor and its Subsidiaries as of the last day of
such quarter and consolidated statements of income and retained earnings and statements of cash
flow, for such quarter, and on a comparative basis figures for the corresponding period of the
immediately preceding fiscal year, all in reasonable detail, each such statement to be certified in
a certificate of the Responsible Officer of Parent Guarantor as (to the best of such Responsible
Officer’s knowledge, after due inquiry into the matters being certified) accurately presenting the
financial position and the results of operations of Parent Guarantor and its Subsidiaries as at its
date and for such quarter and as having been prepared in accordance with GAAP (subject to year-end
audit adjustments).



(b) As soon as available, but in any event within fifty (50) days after the end of each of
Parent Guarantor’s fiscal quarters, a financial statement for each Eligible Facility, together with
occupancy reports and rent rolls, for the corresponding period of the immediately preceding fiscal
month, all in reasonable detail, each such statement to be certified in a certificate of a
Responsible Officer of Parent Guarantor as accurately presenting (to the best of such Responsible
Officer’s knowledge, after due inquiry into the matters being certified) the financial position and
the results of operations of such Eligible Facility as at its date and for such month and as having
been prepared in accordance with GAAP (subject to year-end audit adjustments).




	 	 	 	Section 5.3 Compliance Information. 





Promptly after a written request therefor, such other financial data or information
(including, without limitation, Borrowing Base Certificates) evidencing compliance with the
requirements of this Agreement, the Notes and the other Loan Documents, as Agent or any Lender may
reasonably request from time to time.




	 	 	 	Section 5.4 Compliance Certificate; Borrowing Base Certificate. 





At the same time as it delivers the financial statements required under the provisions of
Sections 5.1 and 5.2 hereof, a certificate of a Responsible Officer of Parent Guarantor to the
effect that (to the best of such Responsible Officer’s knowledge, after due inquiry into the
matters being certified) no Event of Default hereunder and that no default under any other material
agreement to which any Loan Party is a party or by which it is bound, or by which, to the best
knowledge of Parent Guarantor or any other Loan Party, any of its properties or assets, taken as a
whole, may be materially affected, and no event which, with the giving of notice or the lapse of
time, or both, would constitute such an Event of Default or default, exists, or, if such cannot be
so certified, specifying in reasonable detail the exceptions, if any, to such statement. Such
certificate shall be accompanied by a detailed calculation indicating compliance with the covenants
contained in Section 7.11 hereof in the form annexed hereto as Exhibit D.



In addition to the foregoing, Borrower shall also deliver (without limiting its obligation to
deliver the same at any other time required by this Agreement) at the same time as it delivers the
financial statements required under the provisions of Sections 5.1 and 5.2 hereof, a Borrowing Base
Certificate executed by a Responsible Officer of Parent Guarantor and Borrower, specifying (to the
best of such Responsible Officer’s knowledge, after due inquiry into the matters being certified)
in reasonable detail the Borrower’s calculations of the Borrowing Base.




	 	 	 	Section 5.5 Monthly Information. 





Upon request by Agent, as soon as available, but in any event within thirty (30) days after
the end of each of each Loan Party’s fiscal month, a financial statement for each Eligible
Facility, together with payor mix information, occupancy reports and rent rolls, for the
corresponding period of the immediately preceding fiscal month, all in reasonable detail, each such
statement to be certified in a certificate of a Responsible Officer of Parent Guarantor as (to the
best of such Responsible Officer’s knowledge, after due inquiry into the matters being certified)
accurately presenting the financial position and the results of operations of such Eligible
Facility as at its date and for such month and as having been prepared in accordance with GAAP
(subject to year-end audit adjustments).



	 	 	 
	Section 5.6

	 	Intentionally Omitted.
	
 
	 	 
	Section 5.7

	 	Business Plan and Projections.
	
 
	 	 






Not later than January 31st in each year, copies of Parent Guarantor’s and Borrower’s
respective business plans and financial projections for the upcoming fiscal year (together with a
copy in writing of the assumptions on which such business plan and projections were based), each
certified by a Responsible Officer of Parent Guarantor and Borrower and illustrating the projected
income statements, balance sheets and statements of changes in cash flow on a consolidated basis.




	 	 	 	Section 5.8 USA Patriot Act Reports. 





Promptly (a) if any Loan Party obtains knowledge that any Loan Party or any Person which owns,
directly or indirectly, any Equity Interests of any Loan Party, or any other holder at any time of
any direct or indirect equitable, legal or beneficial interest therein is the subject of any of the
Terrorism Laws, such Loan Party will notify the Agent and (b) upon the request of any Lender, such
Loan Party will provide any information such Lender believes is reasonably necessary to be
delivered to comply with the USA Patriot Act




	 	 	 	Section 5.9 Accountants’ Reports. 





Promptly upon receipt thereof, copies of all material reports submitted to any Loan Party by
its independent accountants in connection with any annual or interim audit of the books of Parent
Guarantor and Borrower or their Subsidiaries made by such accountants which material reports are a
necessary part of such annual or interim audit




	 	 	 	Section 5.10 Copies of Documents. 





Promptly upon their becoming available, copies of any: (i) financial statements, non-routine
reports and notices (other than routine correspondence), any of which are of a material nature,
requests for waivers and proxy statements, in each case, delivered by Parent Guarantor, Borrower or
any Subsidiary Guarantor to any of their respective existing lending institutions or creditors;
(ii) correspondence or notices received by Parent Guarantor, Borrower or any Subsidiary Guarantor
from any federal, state or local governmental authority that regulates the operations of Parent
Guarantor, Borrower or any Subsidiary Guarantor, relating to an actual or threatened change or
development that would be materially adverse (whether individually or on a consolidated basis) to
Parent Guarantor, Borrower or any Subsidiary Guarantor or otherwise have a Material Adverse Effect;
(iii) registration statements and any amendments and supplements thereto, and any regular and
periodic reports, if any, filed by Parent Guarantor, Borrower or any Subsidiary Guarantor with any
securities exchange or with the Securities and Exchange Commission or any governmental authority
succeeding to any or all of the functions of the said Commission; and (iv) at the request of the
Agent, any appraisals received by Parent Guarantor, Borrower or any Subsidiary Guarantor with
respect to the properties or assets of Parent Guarantor, Borrower or any Subsidiary Guarantor
during the term of this Agreement. The above information shall be deemed to be delivered by Parent
Guarantor or Borrower to Agent and each Lender upon (x) the relevant documents or information being
publicly available at Parent Guarantor’s website or other publicly available electronic medium
(such as EDGAR) within the time periods required above, and (y) the delivery by Parent Guarantor or
the Borrower of notice (which notice may be delivered solely by email provided that receipt thereof
is confirmed by the recipient) to the Agent and the Lenders, within the time periods required
above, that such documents or information are so available.




	 	 	 	Section 5.11 Notices of Defaults. 





Promptly, notice of the occurrence of any Default or Event of Default, or any event that would
constitute or cause a Material Adverse Effect in the condition, financial or otherwise, or the
operations of Parent Guarantor or any of its Subsidiaries.




	 	 	 	Section 5.12 ERISA Notices and Requests. 





(a) Concurrently with such filing, a copy of each Form 5500 that is filed with respect to each
Plan, if any, with the IRS; and



(b) Promptly, upon their becoming available, copies of: (i) all correspondence with the PBGC,
the Secretary of Labor or any representative of the IRS with respect to any Plan, if any, relating
to an actual or threatened change or development that would be materially adverse to any Loan
Party; (ii) all actuarial valuations received by the Parent Guarantor or Borrower with respect to
any Plan; and (iii) any notices of Plan termination filed by any Plan Administrator (as those terms
are used in ERISA) with the PBGC and of any notices from the PBGC to the Parent Guarantor or
Borrower with respect to the intent of the PBGC to institute involuntary termination proceedings.




	 	 	 	Section 5.13 Additional Information. 





Such other material additional information regarding the business, affairs and condition of
any Loan Party as the Agent may from time to time request, including, without limitation, as soon
as available but in any event not less than forty-five (45) days after the end of each fiscal
quarter of Parent Guarantor, schedules, in form and substance satisfactory to the Agent, with
respect to Parent Guarantor and its Subsidiaries on a consolidated basis, of recorded liabilities,
unfunded commitments, contingent liabilities, any off balance sheet financings including synthetic
lease transactions and sale-leaseback arrangements and other similar material items, and also
including, without limitation, all Medicare and Medicaid cost reports and relevant state department
of public health surveys (including follow up visits, plans of corrective action and letters or
other correspondence indicating substantial compliance with the requirements of said departments)
in each case, covering such quarter to the extent not otherwise contained in the information
otherwise provided under this Article 5.



Article 6. Affirmative Covenants. 



While the Revolving Credit Commitments are outstanding, and, in the event any Loan remains
outstanding, so long as any Loan Party is indebted to the Lenders or the Agent, and until payment
in full of the Notes and full and complete performance of all of its other Obligations arising
hereunder, each Loan Party shall:




	 	 	 	Section 6.1 Books and Records. 





Keep proper books of record and account in a manner reasonably satisfactory to the Agent in
which full and true entries shall be made of all dealings or transactions in relation to its
business and activities.




	 	 	 	Section 6.2 Inspections and Audits. 





Permit the Agent to make or cause to be made (prior to an Event of Default, at the Lenders’
expense and after the occurrence of and during the continuance of an Event of Default, at the
Borrower’s expense), inspections and audits of any books, records and papers of Parent Guarantor,
Borrower or any Subsidiary Guarantor and to make extracts therefrom and copies thereof, or to make
appraisals, inspections and examinations of any properties and facilities of Parent Guarantor,
Borrower or any Subsidiary Guarantor, on reasonable notice, at all such reasonable times and as
often as any Lender may reasonably require, in order to assure that the Borrower is and will be in
compliance with their obligations under the Loan Documents or to evaluate the investment in the
then outstanding Notes. Notwithstanding the foregoing, the Borrower agrees that the Agent shall be
permitted to conduct or cause to be conducted an annual field audit at the Borrower’s expense
(which, so long as not Default or Event of Default shall have occurred and be continuing, expense
shall not exceed $10,000 per any calendar year).




	 	 	 	Section 6.3 Maintenance and Repairs. 





Cause to be maintained in good repair, working order and condition, subject to normal wear and
tear, all material properties and assets from time to time owned by Parent Guarantor, Borrower or
any Subsidiary Guarantor and used in or necessary for the operation of its businesses, and make or
cause to be made all reasonable repairs, replacements, additions and improvements thereto.




	 	 	 	Section 6.4 Continuance of Business. 





Do, or cause to be done, all things reasonably necessary to preserve and keep in full force
and effect the corporate existence of Parent Guarantor, Borrower or any Subsidiary Guarantor and
all permits, rights and privileges necessary for the proper conduct of its business, and continue
to engage in the same line of business and comply in all material respects with all applicable
laws, regulations and orders.




	 	 	 	Section 6.5 Copies of Corporate Documents. 





Subject to the prohibitions set forth in Section 7.6 hereof, promptly deliver to the Agent
copies of any amendments or modifications to the certificate of incorporation (or other applicable
organizational documents) and by-laws of Parent Guarantor, Borrower or any Subsidiary Guarantor,
certified with respect to the certificate of incorporation (or other organizational documents) by
the Secretary of State of its state of incorporation and, with respect to the by-laws, by the
secretary or assistant secretary of such corporation. The above information may be delivered by
Borrower to Agent and each Lender via electronic mail pursuant to the terms of Section 10.9 hereof.




	 	 	 	Section 6.6 Perform Obligations. 





Pay and discharge all of the obligations and liabilities of Parent Guarantor, Borrower or any
Subsidiary Guarantor, including, without limitation, all taxes, assessments and governmental
charges upon its income and properties when due, unless and to the extent only that such
obligations, liabilities, taxes, assessments and governmental charges shall be contested in good
faith and by appropriate proceedings and that, to the extent required by GAAP, proper and adequate
book reserves relating thereto are established by Parent Guarantor, Borrower or any Subsidiary
Guarantor, and then only to the extent that a bond is filed in cases where the filing of a bond is
necessary to avoid the creation of a Lien against any of its properties.




	 	 	 	Section 6.7 Notice of Litigation. 





Promptly notify the Agent in writing of any adverse litigation, legal proceeding or dispute,
other than disputes in the ordinary course of business or, whether or not in the ordinary course of
business, involving amounts in excess of Two Hundred Fifty Thousand ($250,000) Dollars, affecting
Parent Guarantor, Borrower or any Subsidiary Guarantor or any Eligible Facility whether or not
fully covered by insurance, and regardless of the subject matter thereof (excluding, however, any
actions relating to workers’ compensation claims or negligence claims relating to use of motor
vehicles, if fully covered by insurance, subject to deductibles).




	 	 	 	Section 6.8 Insurance.





(a) Maintain or cause to maintain with responsible insurance companies reasonably acceptable
to the Agent such insurance on the properties of Parent Guarantor, Borrower or any Subsidiary
Guarantor, in such amounts and against such risks as is customarily maintained by similar
businesses and cause each Operator and Substantial Tenant to do so; (b) file with the Agent upon
its request a detailed list of the insurance then in effect, stating the names of the insurance
companies, the amounts and rates of the insurance, the dates of the expiration thereof and the
properties and risks covered thereby; (c) maintain for each Eligible Facility (or cause each
respective Operator thereof to maintain) insurance meeting the Insurance Requirements; and (d)
within ten (10) days after notice in writing from the Agent, obtain such additional insurance as
the Agent may reasonably request.



	 	 	 
	Section 6.9

	 	[Intentionally Omitted]
	
 
	 	 
	Section 6.10

	 	Notice of Certain Events.
	
 
	 	 






(a) Promptly notify the Agent in writing of the occurrence of any Reportable Event, as defined
in Section 4043 of ERISA, if a notice of such Reportable Event is required under ERISA to be
delivered to the PBGC within thirty (30) days after the occurrence thereof, together with a
description of such Reportable Event and a statement of the action the Borrower or the ERISA
Affiliate intends to take with respect thereto, together with a copy of the notice thereof given to
the PBGC.



(b) Promptly notify the Agent in writing if the Borrower(s) or ERISA Affiliate receives an
assessment of withdrawal liability in connection with a complete or partial withdrawal with respect
to any Multiemployer Plan, together with a statement of the action that such Loan Party(s) or ERISA
Affiliate intends to take with respect thereto.



(c) Promptly notify the Agent in writing if any Loan Party receives: (i) any notice of any
violation or administrative or judicial complaint or order having been filed or about to be filed
against such Loan Party alleging violations of any Environmental Law and Regulation, or (ii) any
notice from any governmental body or any other Person alleging that such Loan Party is or may be
subject to any Environmental Liability; and promptly upon receipt thereof, provide the Agent with a
copy of such notice together with a statement of the action such Loan Party intends to take with
respect thereto.




	 	 	 	Section 6.11 Comply with ERISA. 





Materially comply with all applicable provisions of ERISA and the Code now or hereafter in
effect.




	 	 	 	Section 6.12 Environmental Compliance. 





Operate or cause to operate all property owned, operated or leased by it in compliance with
all Environmental Laws and Regulations, such that no Environmental Liability arises under any
Environmental Laws and Regulations, which would result in a Lien on any property of any Loan Party.




	 	 	 	Section 6.13 Election and Maintenance of REIT Status. 





Parent Guarantor will properly elect REIT Status (when filing its 2010 federal income tax
return) by not later than September 30, 2011 and thereafter Parent Guarantor will maintain its REIT
Status.




	 	 	 	Section 6.14 Post Closing Lien Searches. 





Without limiting Borrower’s obligations under Section 10.1 hereof, Borrower agrees within ten
(10) days of Agent’s written demand, to reimburse Agent for all expenses incurred by Agent in
periodically (up to two (2) times per year) verifying Borrower’s performance of its obligations
under the Loan Documents and the security and priority of each Mortgage, including without
limitation expenses incurred by Agent for title searches, title updates and endorsements, tax and
judgment lien searches, litigation searches, and UCC searches.




	 	 	 	Section 6.15 Appraisals. 





Agent shall have the right to obtain a new or updated Appraisal of each Eligible Facility from
time to time. Loan Parties shall cooperate with Agent in this regard. If the Appraisal is
obtained to comply with this Agreement or any applicable law or regulatory requirement, or bank
policy promulgated to comply therewith, or if an Event of Default exists, Borrower shall pay for
any such Appraisal and associated costs upon Agent’s request (provided, however, that, so long as
no Event of Default exists, Borrower shall only have to pay for any such Appraisal for an Eligible
Facility no more often than one (1) time while such Facility is an Eligible Facility).




	 	 	 	Section 6.16 Casualty and Condemnation – In General. 





(a) Notice. The Borrower will furnish to the Agent and the Lenders prompt written notice of
(i) any casualty or other insured damage to any Facility in excess of $100,000 or (ii) the
commencement of any action or proceeding for the taking of any Facility, or any interest therein,
under power of eminent domain or by condemnation or similar proceeding.



(b) Agent’s Election to Apply Proceeds on Indebtedness. (i) Subject to the provisions of
Sections 6.16(b)(ii) and 6.17(b)(ii) below, Agent (acting at the direction of the Required Lenders)
may elect to collect, retain and apply upon the Obligations of Loan Parties under this Agreement or
any of the other Loan Documents all Net Insurance/Condemnation Proceeds. Any Net
Insurance/Condemnation Proceeds remaining after repayment of the Obligations under the Loan
Documents shall be released by Agent to the Borrower.




(ii) Notwithstanding anything in Section 6.16(b)(i) to the contrary, in the event of
any casualty to a Facility (that is not one of the Philadelphia Facilities) or any
condemnation of part of such Facility, Agent agrees to make the Net
Insurance/Condemnation Proceeds available (to Borrower, to the applicable Subsidiary
Guarantor or to the applicable Operator) to pay costs of restoration of such
Facility if (A) there is then no Default or Event of Default, (B) all such Net
Insurance/Condemnation Proceeds are deposited with Agent, (C) in Agent’s judgment,
the amount of Net Insurance/Condemnation Proceeds available for restoration of the
Facility (together with any sums or other security acceptable to Agent deposited
with Agent by Borrower or other Loan Party for such purpose) is sufficient to pay
the full and complete costs of such restoration, (D) if the cost of restoration
exceeds ten percent (10%) of the Assigned Credit Advance Value, in Agent’s sole
determination after completion of restoration the Loan Amount will not exceed 70% of
the fair market value of the Facility, (E) in Agent’s reasonable determination, the
Facility can be restored to an architecturally and economically viable project in
compliance with applicable laws, and (F) in Agent’s reasonable determination, such
restoration is likely to be completed not later than three (3) months prior to the
Revolving Credit Commitment Termination Date.



(c) Borrower’s Obligation to Rebuild and Use of Proceeds Therefor. In case Agent and Required
Lenders do not elect to apply or do not have the right to apply the Net Insurance/Condemnation
Proceeds to the Obligations of Loan Parties under this Agreement or any of the other Loan
Documents, as provided in Section 6.16(b) above, Borrower shall (or shall cause the applicable
Subsidiary Guarantor or Operator to):




(i) Proceed with diligence to make settlement with insurers or the appropriate
governmental authorities and cause the Net Insurance/Condemnation Proceeds to be
deposited with Agent;




(ii) In the event of any delay in making settlement with insurers or the appropriate
Governmental Authorities or effecting collection of the Net Insurance/Condemnation
Proceeds, deposit with Agent the full amount required to complete construction as
aforesaid (in which event, Borrower (or the applicable Subsidiary Guarantor) may
retain the Net Insurance/Condemnation Proceeds upon receipt from the insurer or
Governmental Authority); and




(iii) Promptly proceed with re-construction of the Facility, including the repair of
all damage resulting from such fire, condemnation or other ca use and restoration to
its former condition. Agent may condition the disbursement of Net
Insurance/Condemnation Proceeds and other funds deposited to Agent for the cost of
restoration on Agent’s reasonable approval of the plans and specifications for the
restoration (which plans and specifications shall, inter alia, not conflict with any
standards of any permanent financing provider), contractor’s cost estimates,
architect’s certificates, waivers of liens, sworn statements of mechanics and
materialmen, and such other evidence of costs, percentage completion of
construction, disbursement and application of payments and satisfaction of liens as
Agent may reasonably require.




	 	 	 	Section 6.17 Casualty and Condemnation – Philadelphia Facilities. 





(a) Notice. The Borrower will furnish to the Agent and the Lenders prompt written notice of
(i) any casualty or other insured damage to any Philadelphia Facility in excess of $100,000 or
(ii) the commencement of any action or proceeding for the taking of any Facility, or any interest
therein, under power of eminent domain or by condemnation or similar proceeding.



(b) Agent’s Election to Apply Proceeds on Indebtedness. (i) Subject to the provisions of
Section 6.17(b)(ii) below, Agent (acting at the direction of the Required Lenders) may elect to
collect, retain and apply upon the Obligations of Loan Parties under this Agreement or any of the
other Loan Documents all Net Insurance/Condemnation Proceeds. Any Net Insurance/Condemnation
Proceeds remaining after repayment of the Obligations under the Loan Documents shall be released by
Agent to the Borrower.




(ii) Notwithstanding anything in Section 6.17(b)(i) to the contrary, in the event of
any casualty to any Philadelphia Facility or any condemnation of part of any such
Facility, Agent agrees to make the Net Insurance/Condemnation Proceeds available (to
Borrower, to the applicable Subsidiary Guarantor or to the applicable Operator) to
pay costs of restoration of such Philadelphia Facility if (A) there is then no
Default or Event of Default under the Philadelphia Master Lease, (B) all such Net
Insurance/Condemnation Proceeds are deposited with Agent, (C) in Agent’s judgment,
the amount of Net Insurance/Condemnation Proceeds available for restoration of such
Philadelphia Facility (together with any sums or other security acceptable to Agent
deposited with Agent by Borrower or other Loan Party for such purpose) is sufficient
to pay the full and complete costs of such restoration, and (D) in Agent’s
reasonable determination, such Philadelphia Facility can be restored to an
architecturally and economically viable project in compliance with applicable laws.



(c) Borrower’s Obligation to Rebuild and Use of Proceeds Therefor. In case Agent and Required
Lenders do not elect to apply or do not have the right to apply the Net Insurance/Condemnation
Proceeds to the Obligations of Loan Parties under this Agreement or any of the other Loan
Documents, as provided in Section 6.17(b) above, Borrower shall (or shall cause the applicable
Subsidiary Guarantor or Operator to):




(i) Proceed with diligence to make settlement with insurers or the appropriate
governmental authorities and cause the Net Insurance/Condemnation Proceeds to be
deposited with Agent;




(ii) In the event of any delay in making settlement with insurers or the appropriate
Governmental Authorities or effecting collection of the Net Insurance/Condemnation
Proceeds, deposit with Agent the full amount required to complete construction as
aforesaid (in which event, Borrower (or the applicable Subsidiary Guarantor) may
retain the Net Insurance/Condemnation Proceeds upon receipt from the insurer or
Governmental Authority); and




(iii) Promptly proceed with re-construction of the Facility, including the repair of
all damage resulting from such fire, condemnation or other ca use and restoration to
its former condition. Agent may condition the disbursement of Net
Insurance/Condemnation Proceeds and other funds deposited to Agent for the cost of
restoration on Agent’s reasonable approval of the plans and specifications for the
restoration (which plans and specifications shall, inter alia, not conflict with any
standards of any permanent financing provider), contractor’s cost estimates,
architect’s certificates, waivers of liens, sworn statements of mechanics and
materialmen, and such other evidence of costs, percentage completion of
construction, disbursement and application of payments and satisfaction of liens as
Agent may reasonably require.



(d) Limitation. Notwithstanding the foregoing, the provisions set forth in this Section 6.17
shall only be applicable to one (1) Philadelphia Facility with Net Insurance/Condemnation Proceeds
at any time. In the event that more than one (1) Philadelphia Facility has Net
Insurance/Condemnation Proceeds at the same time then the terms and conditions of Section 6.16
shall apply for the Net Insurance/Condemnation Proceeds of each such additional Philadelphia
Facility instead of the terms and conditions of this Section 6.17.




	 	 	 	Section 6.18 Advisory and Management. 





At all times Borrower and/or Parent Guarantor shall procure and retain the services of an
Advisor reasonably satisfactory to the Agent and Required Lenders or such other management and
advisory services as Agent and Required Lenders shall approve in their reasonable satisfaction.




	 	 	 	Section 6.19 Post Closing Covenant(s). 





Borrower agrees that Agent is making Loans on the Closing Date notwithstanding failure to
satisfy the requirements of Sections 4.1(s) and 6.8(c). In consideration of the funding of such
Loans, Borrower covenants and agrees to procure insurance coverage meeting the Insurance
Requirements (as the same may be revised after the Closing Date by Agent per the Agent’s internal
requirements, it being agreed that such insurance coverage shall be otherwise satisfactory in
scope, form and substance to Agent) within seven (7) days after the Closing Date. Failure of
Borrower to correct any omissions and/or deficiencies within such seven (7) day period shall
constitute an immediate Event of Default hereunder.



Article 7. Negative Covenants. 



While the Revolving Credit Commitments are outstanding, and, in the event any Loan remains
outstanding, so long as any Loan Party is indebted to the Lenders or the Agent and until payment in
full of the Notes and full and complete performance of all of its other Obligations arising
hereunder, Parent Guarantor and Borrower shall not and shall not permit any of the Subsidiary
Guarantors to do, agree to do, or permit to be done, any of the following:




	 	 	 	Section 7.1 Indebtedness. 





Create, incur, permit to exist or have outstanding any Indebtedness, except:



(a) Indebtedness of the Loan Parties to the Lenders and the Agent under this Agreement, the
Notes, and each Guaranty;



(b) Taxes, assessments and governmental charges, non-interest bearing accounts payable and
accrued liabilities, in any case not more than ninety (90) days past due from the original due date
thereof (unless the failure to satisfy such obligations is pursuant to the good faith contest by
appropriate dispute or other proceedings as set forth in Section 6.6 hereof), and non-interest
bearing deferred liabilities other than for borrowed money (e.g., deferred compensation and
deferred taxes), in each case incurred and continuing in the ordinary course of business and then
only to the extent that such Loan Party has set aside on its books adequate reserves therefor, if
appropriate under GAAP;



(c) Indebtedness secured by the security interests referred to in subsection 7.2(b) and (c)
hereof;



(d) Indebtedness consisting of contingent obligations permitted by Section 7.3 hereof;



(e) Recourse Indebtedness (other than Indebtedness hereunder) at any time outstanding not
exceeding in the aggregate (when aggregated with Indebtedness permitted by subsections 7.1(c), (d)
and (g) hereof and Guarantees permitted under Section 7.3(ii) hereof) fifty percent (50%) of Total
Asset Value;



(f) Subordinated Intercompany Indebtedness; and



(g) Indebtedness set forth on Schedule 7.1 hereto.




	 	 	 	Section 7.2 Liens. 





Create, or assume or permit to exist, any Lien on any of the properties or assets of the
Borrower or any of any Subsidiary Guarantor, whether now owned or hereafter acquired, except:



(a) Permitted Liens;



(b) Liens securing Indebtedness created after the date hereof and permitted under subsection
7.1(e) hereof; and



(c) Liens set forth on Schedule 7.2 hereto.




	 	 	 	Section 7.3 Guaranties. 





Assume, endorse, be or become liable for, or guarantee, the obligations of any Person, except
(i) by the endorsement of negotiable instruments for deposit or collection in the ordinary course
of business, (ii) guarantees of payment or completion in support of Facilities if, after giving
effect to the proposed guarantee, the aggregate amount of all such obligations guaranteed by Parent
Guarantor, Borrower or any Subsidiary Guarantor, or any of them (inclusive of the guarantees
referred to in subsection 7.3(iii) and, to the extent the condition precedent provided therein has
occurred, subsection 7.3(iv) hereof but exclusive of the guarantees of the Guarantors with respect
to the Obligations), does not exceed (when aggregated with recourse debt permitted under subsection
7.1(e)) fifty percent (50%) of Total Asset Value, (iii) guarantees which are non-recourse in nature
(i.e., recourse is limited to a Facility (that is not an Eligible Facility) and otherwise does not
require the payment of funds), (iv) guarantees which are effective upon the occurrence of one or
more conditions precedent (e.g., such as guarantees that require payments upon the occurrence of
fraud, willful misrepresentation, gross negligence, misapplication of funds or willful misconduct)
to the extent the condition(s) precedent with respect to such obligation have not occurred, and (v)
as set forth on Schedule 7.3 hereof. For the purposes hereof, the term “guarantee” shall include
any agreement, whether such agreement is on a contingency or otherwise, to purchase, repurchase or
otherwise acquire Indebtedness of any other Person, or to purchase, sell or lease, as lessee or
lessor, property or services, in any such case primarily for the purpose of enabling another person
to make payment of Indebtedness, or to make any payment (whether as an advance, capital
contribution, purchase of an equity interest or otherwise) to assure a minimum equity, asset base,
working capital or other balance sheet or financial condition, in connection with the Indebtedness
of another Person, or to supply funds to or in any manner invest in another Person in connection
with such Person’s Indebtedness.




	 	 	 	Section 7.4 Mergers, Acquisitions. 





Merge or consolidate with any Person, or, acquire all or substantially all of the assets or
any of the capital stock or other Equity Interests of any Person unless (a) Parent Guarantor,
Borrower or a Subsidiary Guarantor is the surviving entity, and (b) no Default or Event of Default
exists or will occur after giving effect thereto.




	 	 	 	Section 7.5 Distributions. 





Declare or pay any dividends or make any distribution of any kind on Parent Guarantor’s
outstanding stock, or set aside any sum for any such purpose, except that:



(a) Parent Guarantor may declare and make dividend payments or other distributions payable
solely in its common stock;



(b) Parent Guarantor may declare and pay cash dividends if (i) such dividend is a regularly
declared distribution to the holders of its Equity Interests (and not a “special” dividend,
“extraordinary” dividend or otherwise any unusual, non-typical or “one-time” dividend), and (ii)
only if at the time of such payment and after giving effect thereto, no Event of Default shall
exist hereunder; and



(c) if a Default or an Event of Default exists or will occur as a result of the dividend
payment, Parent Guarantor may declare and pay dividends to the minimum extent necessary (taking
into account any dividends or distributions otherwise made including under subsection 7.5(b)) to
generate the minimum deduction for dividends paid during each year that would be required to
satisfy Code Section 857(a)(1).




	 	 	 	Section 7.6 Changes in Structure. 





Amend, supplement or modify the certificate of incorporation or by-laws (or other applicable
organizational documents) of any Loan Party in a manner which would be reasonably likely to cause a
Material Adverse Effect.




	 	 	 	Section 7.7 Disposition of Assets. 





Make any Disposition of any Eligible Facility, or enter into any agreement to do so, unless
(a) the Disposition is made for a price equal to the greater of (i) its fair market value (based on
a bona fide arm’s length transaction with a third party) or (ii) such amount as is sufficient to
create Net Asset Sale Proceeds of not less than the Assigned Credit Advance Value of such Eligible
Facility, (b) at the time of such Disposition and after giving effect thereto, no Default or Event
of Default exists (unless otherwise consented to by Agent and Required Lenders, which consent will
not be unreasonably withheld), and (c) the Net Asset Sale Proceeds of such Disposition are applied
pursuant to the terms of Section 2.5 hereof.




	 	 	 	Section 7.8 Investments. 





Make or suffer to exist, any Investment in any Person, including, without limitation, any
shareholder, director, officer or employee of Parent Guarantor or any of its Subsidiaries, except:



(a) Investments in:



(i) obligations issued or guaranteed by the United States of America;



(ii) certificates of deposit, bankers acceptances and other “money market instruments” issued
by any Lender or trust company organized under the laws of the United States of America or any
State thereof and having capital and surplus in an aggregate amount of not less than $100,000,000;



(iii) open market commercial paper bearing the highest credit rating issued by S&P or by
another nationally recognized credit rating agency;



(iv) repurchase agreements entered into with any Lender or trust company organized under the
laws of the United States of America or any State thereof and having capital and surplus in an
aggregate amount of not less than $100,000,000 relating to United States of America government
obligations; and



(v) shares of “money market funds”, each having net assets of not less than $100,000,000;



in each case maturing or being due or payable in full not more than 180 days after the Borrower’s
acquisition thereof.



(b) Whether or not in connection with an Acquisition, Investments by Parent Guarantor or
Borrower in any Subsidiary Guarantor, and by any Subsidiary Guarantor in Parent Guarantor,
Borrower or another Subsidiary Guarantor, provided, to the extent required in connection with an
Acquisition of an Eligible Facility, Parent Guarantor shall cause each Subsidiary Guarantor, formed
or acquired during such immediately preceding fiscal quarter, to become a party to a Guaranty, with
the effect that each such new Subsidiary Guarantor shall be deemed to become a “Guarantor” for the
purposes of this Agreement and in connection therewith, there shall be delivered to the Agent with
respect to such Subsidiary those certificates and documents described in subsection 4.2 hereof and
all legal matters incident to the addition of such Subsidiary as a “Guarantor” hereunder shall be
satisfactory to counsel to the Agent.



(c) Investments by Parent Guarantor or Borrower in any Subsidiary;



(d) Investments in any Joint Venture provided that the aggregate Cash portion of all such
Investments does not exceed an amount equal to fifty percent (50%) of Total Asset Value as at any
date of determination thereof, prior to giving effect to any such Investment.



For purposes of subsection 7.8(a)-(d) and Section 7.14 hereof, “Investments” shall mean, by any
Person:



(i) the amount paid or committed to be paid, or the value of property or services contributed
or committed to be contributed, by such Person for or in connection with the acquisition by such
Person of any stock, bonds, notes, debentures, partnership or other ownership interests or other
securities of any other Person; and



(ii) the amount of any advance, loan or extension of credit by such Person, to any other
Person, or guaranty or other similar obligation of such Person with respect to any Indebtedness of
such other Person, and (without duplication) any amount committed to be advanced, loaned, or
extended by such Person to any other Person, or any amount the payment of which is committed to be
assured by a guaranty or similar obligation by such Person tor the benefit of, such other Person.



	 	 	 
	Section 7.9	 	Fiscal Year.
	Change its fiscal year.

	Section 7.10

	 	ERISA Obligations.
	
 
	 	 






Permit the establishment of any Employee Benefit Plan or amend any Employee Benefit Plan which
establishment or amendment could result in liability to any Loan Party or increase the obligation
for post-retirement welfare benefits of any Loan Party which liability or increase, individually or
together with all similar liabilities and increases, has a Material Adverse Effect on any Loan
Party.




	 	 	 	Section 7.11 Negative Financial Covenants 





(a) Minimum Debt Service Coverage Ratio. Commencing with the calendar quarter ending March
31, 2011, permit (or suffer to exist) its Debt Service Coverage Ratio for any Computation Period
set forth below to be not less than 1.45 to 1.00 for such Computation Period.



(b) Maximum Consolidated Total Leverage Ratio. Permit (or suffer to exist), at all times, a
Consolidated Total Leverage Ratio equal to or greater than 0.60:1.00.



(c) Consolidated Net Worth. Permit (or suffer to exist), at all times, Consolidated Net Worth
less than the sum of $85,486,000, plus 85% of all Net Issuance Proceeds received by Parent
Guarantor (or any of its Subsidiaries) in connection with the issuance after the Closing Date of
any Equity Interest in Parent Guarantor (or any of its Subsidiaries) other than any such equity
interests issued in connection with any dividend reinvestment program(s).



(d) Rent Coverage. Commencing with the calendar quarter ending June 30, 2011, permit (or
suffer to exist) the Rent Coverage Ratio for each Computation Period (determined as of the last day
of any fiscal quarter of Borrower (measured on a quarterly basis)) set forth below to be less than
the ratio set forth below:



	 	 	 
	For Fiscal Quarter Ending	 	Minimum Rent Coverage Ratio
	June 30, 2011

	 	1.10 to 1.00
	 

	 	 
	September 30, 2011

	 	1.10 to 1.00
	 

	 	 
	December 31, 2011

	 	1.15 to 1.00
	 

	 	 
	March 31, 2012

	 	1.20 to 1.00
	 

	 	 
	June 30, 2012

	 	1.25 to 1.00
	 

	 	 
	September 30, 2012

	 	1.30 to 1.00
	 

	 	 
	December 31, 2012 and each fiscal quarter

thereafter

	 	1.35 to 1.00



	 

	 	 







	 	 	 	Section 7.12 Use of Cash. 





Use, or permit to be used, in any manner or to any extent, each Loan Party’s Cash from
operations for the benefit of any Person, except: (a) in connection with the payment or prepayment
of expenses (other than Capital Expenditures) directly incurred for the benefit of each Loan Party
in the maintenance and operation of its business, in each case only in the ordinary course of its
business, (b) for the payment of required payments of principal and interest on Indebtedness of
each Loan Party permitted to exist hereunder, and (c) for uses that are otherwise specifically
permitted by this Agreement.




	 	 	 	Section 7.13 Transactions with Affiliates. 





Except as expressly permitted by this Agreement, directly or indirectly: (a) make any
Investment in an Affiliate; (b) transfer, sell, lease, assign or otherwise dispose of any material
assets to an Affiliate; (c) merge into or consolidate with or purchase or acquire material assets
from an Affiliate; or (d) enter into any other transaction directly or indirectly with or for the
benefit of any Affiliate (including, without limitation, guarantees and assumptions of obligations
of an Affiliate); provided, however, that: (i) payments on Investments expressly permitted by
Section 7.8 hereof may be made, (ii) any Affiliate who is a natural person may serve as an employee
or director of Parent Guarantor, Borrower or any Subsidiary and receive reasonable compensation for
his services in such capacity, and (iii) Parent Guarantor, Borrower or any Subsidiary may enter
into any transaction with an Affiliate providing for the leasing of property, the rendering or
receipt of services or the purchase or sale of product, inventory and other assets in the ordinary
course of business if the monetary or business consideration arising therefrom would be
substantially as advantageous to Parent Guarantor, Borrower or a Subsidiary as the monetary or
business consideration that would obtain in a comparable arm’s length transaction with a Person not
an Affiliate.




	 	 	 	Section 7.14 Hazardous Material. 





Cause or permit: (i) any Hazardous Material to be placed, held, located or disposed of, on,
under or at any Eligible Facility or any part thereof, except for such Hazardous Materials that are
necessary for any Subsidiary Guarantor’s or any Operator’s operation of its business thereon and
which shall be used, stored, treated and disposed of in material compliance with all applicable
Environmental Laws and Regulations or (ii) such Eligible Facility or any part thereof to be used as
a collection, storage, treatment or disposal site for any Hazardous Material. Parent Guarantor,
Borrower and each Subsidiary Guarantor acknowledges and agrees that the Agent and the Lenders shall
have no liability or responsibility for either:



(i) damage, loss or injury to human health, the environment or natural resources caused by the
presence, disposal, release or threatened release of Hazardous Materials on any part of such
Eligible Facility; or



(ii) abatement and/or clean-up required under any applicable Environmental Laws and
Regulations for a release, threatened release or disposal of any Hazardous Materials located at any
Eligible Facility or used by or in connection with Parent Guarantor’s, Borrower’s or any Subsidiary
Guarantor’s or any Operator’s business.




	 	 	 	Section 7.15 Subordinated Intercompany Indebtedness. 





Except as may be expressly permitted by the Subordination Agreements, (a) make (or attempt to
make) any payment of any kind with respect to the Subordinated Intercompany Indebtedness, (b)
enforce (or attempt to enforce) any remedies with respect to the Subordinated Intercompany
Indebtedness, or (c) contest, repudiate, amend, modify or otherwise alter any terms or provisions
of the documents relating to the Subordinated Intercompany Indebtedness.



Article 8. Events of Default. 



If any one or more of the following events (“Events of Default”) shall occur and be continuing
at any time any amounts are outstanding hereunder, the Revolving Credit Commitments shall terminate
and the entire unpaid balance of the principal of and interest on the Notes outstanding and all
other obligations and Indebtedness of each of the Borrower to the Lenders and the Agent arising
hereunder and under the other Loan Documents shall immediately become due and payable upon written
notice to that effect given to the Borrower by the Agent (except that in the case of the occurrence
of any Event of Default described in Section 8.6 no such notice shall be required), without
presentment or demand for payment, notice of non-payment, protest or further notice or demand of
any kind, all of which are expressly waived by each Loan Party:




	 	 	 	Section 8.1 Payments. 





Failure by any Loan Party to: (a) make any payment or mandatory repayment of principal upon
any Note when due, or (b) make any payment of interest upon any Note or to make any payment of any
Fee within five (5) Business Days after the date when due; or




	 	 	 	Section 8.2 Certain Covenants. 





Failure by any Loan Party to perform or observe any of the agreements of a Borrower contained
in Section 5.11, Section 6.8 or Article 7 hereof; or




	 	 	 	Section 8.3 Other Covenants. 





Failure by any Loan Party to perform or observe any other term, condition or covenant of this
Agreement or of any of the other Loan Documents to which it is a party or the Fee Letter, which
shall remain unremedied for a period of thirty (30) days after notice thereof shall have been given
to such Loan Party by the Agent; provided, however, that if any such failure concerning a
non-monetary covenant or condition is susceptible to cure and cannot reasonably be cured within
said thirty (30) day period, then Borrower shall have an additional sixty (60) day period to cure
such failure and no Event of Default shall be deemed to exist hereunder so long as (a) Borrower
commences such cure within the initial thirty (30) day period and diligently and in good faith
pursues such cure to completion within such resulting ninety (90) day period from the date of
Agent’s notice, and (b) the existence of such default will not result in any Operator having the
right to terminate its Operating Lease of an Eligible Facility due to such default; or




	 	 	 	Section 8.4 Other Defaults. 





(a) Failure by any Loan Party to perform or observe any term, condition or covenant (unless
such performance or observance is being disputed through a good faith contest and such Loan Party
is otherwise in compliance with the terms of Section 6.6 with respect thereto) of any bond, note,
debenture, loan agreement, indenture, guaranty, trust agreement, mortgage or similar instrument to
which it is a party or by which it is bound, or by which any of its properties or assets may be
affected (a “Debt Instrument”), so that, as a result of any such failure to perform, the
Indebtedness included therein or secured or covered thereby may be declared due and payable prior
to the date on which such Indebtedness would otherwise become due and payable; or



(b) Any event or condition referred to in any Debt Instrument shall occur or fail to occur, so
that, as a result thereof, the Indebtedness included therein or secured or covered thereby may be
declared due and payable prior to the date on which such Indebtedness would otherwise become due
and payable; or



(c) Failure to pay any Indebtedness for borrowed money due at final maturity or pursuant to
demand under any Debt Instrument;



provided, however, that the provisions of this Section 8.4 shall not be applicable to any Debt
Instrument that on the date this Section 8.4 would otherwise be applicable thereto, relates to or
evidences Indebtedness (y) in a principal amount of less than $250,000 or (z) the terms of the
which shall have been subordinated to the terms, payment and priority of the final payment in full
of all of the Obligations; or




	 	 	 	Section 8.5 Representations and Warranties. 





Any representation or warranty made in writing to the Lenders or the Agent in any of the Loan
Documents or in connection with the making of the Loans, or any certificate, statement or report
made or delivered in compliance with this Agreement, shall have been false or misleading in any
material adverse respect when made or delivered; or




	 	 	 	Section 8.6 Bankruptcy. 





(a) Any Loan Party shall make an assignment for the benefit of creditors, file a petition in
bankruptcy, be adjudicated insolvent, petition or apply to any tribunal for the appointment of a
receiver, custodian, or any trustee for it or a substantial part of its assets, or shall commence
any proceeding under any Bankruptcy, reorganization, arrangement, readjustment of debt, dissolution
or liquidation law or statute of any jurisdiction, whether now or hereafter in effect, or any Loan
Party shall take any corporate action to authorize any of the foregoing actions; or there shall
have been filed any such petition or application, or any such proceeding shall have been commenced
against it, that remains undismissed for a period of sixty (60) days or more; or any order for
relief shall be entered in any such proceeding; or any Loan Party by any act or omission shall
indicate its consent to, approval of or acquiescence in any such petition, application or
proceeding or the appointment of a custodian, receiver or any trustee for it or any substantial
part of its properties, or shall suffer any custodianship, receivership or trusteeship to continue
undischarged for a period of thirty (30) days or more; or



(b) Any Loan Party shall generally not pay its debts as such debts become due; or



(c) Any Loan Party shall have concealed, removed, or permitted to be concealed or removed, any
part of its property, with intent to hinder, delay or defraud its creditors or any of them or made
or suffered a transfer of any of its property that may be fraudulent under any Bankruptcy,
fraudulent conveyance or similar law; or shall have made any transfer of its property to or for the
benefit of a creditor at a time when other creditors similarly situated have not been paid; or
shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its
property through legal proceedings or distraint that is not vacated within thirty (30) days from
the date thereof;




	 	 	 	Section 8.7 Judgments. 





Any judgment against any Loan Party or any attachment, levy or execution against any of its
properties for any amount in excess of Two Hundred Fifty Thousand ($250,000) Dollars shall remain
unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a period of forty-five (45)
days or more; or




	 	 	 	Section 8.8 ERISA. 





(a) The termination of any Plan or the institution by the PBGC of proceedings for the
involuntary termination of any Plan, in either case, by reason of, or that results or could result
in, a “material accumulated funding deficiency” under Section 412 of the Code; or



(b) Failure by any Loan Party to make required contributions, in accordance with the
applicable provisions of ERISA, to each of the Plans hereafter established or assumed by it; or




	 	 	 	Section 8.9 Material Adverse Effect. 





	 	 	 
	There shall occur a Material Adverse Effect; or

	Section 8.10

	 	Ownership.
	
 
	 	 






(i) Any Person, or a group of related Persons, shall after the Closing Date acquire (a)
beneficial ownership in excess of 25% of the outstanding stock of Parent Guarantor, Borrower or
other voting interest having ordinary voting powers to elect a majority of the directors, managers
or trustees of Parent Guarantor or Borrower (irrespective of whether at such time stock of any
other class or classes shall have or might have voting power by reason of the happening of any
contingency), or (b) all or substantially all of the Investments of Parent Guarantor or Borrower,
or (ii) a majority of the Board of Directors of Parent Guarantor or Borrower, at any time, shall be
composed of Persons other than (a) Persons who were members of the Board of Directors on the date
of this Agreement, or (b) Persons who subsequently become members of the Board of Directors and who
either (x) are appointed or recommended for election with the affirmative vote of a majority of the
directors in office as of the date of this Agreement, or (y) are appointed or recommended for
election with the affirmative vote of a majority of the Board of Directors of Parent Guarantor or
Borrower then in office; or




	 	 	 	Section 8.11 REIT Status; Material Licenses and Permits. 





Parent Guarantor shall at any time after September 30, 2011 fail to maintain its REIT Status,
or Parent Guarantor, Borrower or any Subsidiary Guarantor shall lose, through suspension,
termination, impoundment, revocation, failure to renew or otherwise, its REIT Status (if any) or
any material license or permit (unless such material license or permit is promptly replaced,
renewed or otherwise reinstated); or




	 	 	 	Section 8.12 Environmental. 





Any of the Loan Parties or any of their respective Facilities shall become subject to one or
more Liens for costs or damages in excess of Two Hundred Fifty Thousand ($250,000) Dollars
individually or in the aggregate under any Environmental Laws and Regulations, such Liens shall
remain in place for thirty (30) days after the creation thereof and such Liens are reasonably
likely to cause a Material Adverse Effect; or




	 	 	 	Section 8.13 Default by Operator. 





Any Operator shall be in default (whether or not such default has been declared) as a result
of any default in the payment of amounts which are due and owing under any third party lease or
related security documents in connection with any Eligible Facility of such Operator (such Eligible
Facility, herein referred to as the “Defaulted Facility”), in the event the Lease Rental Expense
arising from the Defaulted Facility accounts for 10% or more of the aggregate amount of all Lease
Rental Expense owing to the Borrower (or all of the Subsidiary Guarantors) from all Operators and
Substantial Tenants during the immediately preceding calendar quarter;



provided, however, that the provisions of this Section 8.13 shall not be applicable to any such
Event of Default if the Assigned Credit Advance Value for such Eligible Facility is first paid in
full, forty-five (45) days after such non payment becomes a default under such Operator’s or
Substantial Tenant’s respective lease; or




	 	 	 	Section 8.14 Invalidity of Loan Documents, etc.





Any Loan Document shall cease to be in full force and effect; or any Loan Party (or any Person
by, through or on behalf of any Loan Party) shall contest in any manner the validity, binding
nature or enforceability of any Loan Document or any security interest created by any Collateral
Document; or the Agent shall not have or shall cease to have a valid and perfected Lien in any
Collateral purported to be covered by the Collateral Documents with the priority required by the
relevant Collateral Document (except as a result of the sale or other disposition of the applicable
Collateral in a transaction permitted under the Loan Documents).




	 	 	 	Section 8.15 Effect of Event of Default; Remedies. 





If any Event of Default described in Section 8.6 shall occur in respect of any Loan Party, the
Loans and all other Obligations hereunder shall become immediately due and payable without
presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur
and be continuing, the Agent may declare all or any part of the Loans and all other Obligations
hereunder to be due and payable, whereupon the Loans and other Obligations hereunder shall become
immediately due and payable. The Agent shall promptly advise the Borrowers of any such
declaration, but failure to do so shall not impair the effect of such declaration.



In addition to the foregoing, upon the occurrence of any Event of Default, Agent may, and at
the request of the Required Lenders shall, pursue any one or more of the following remedies
concurrently or successively, it being the intent hereof that none of such remedies shall be to the
exclusion of any other:




(a) Take possession of the Eligible Facilities (by a receiver or otherwise) and do
anything which is necessary or appropriate in its sole judgment to fulfill the obligations
of Borrower under this Agreement and the other Loan Documents, including either the right to
avail itself of and procure performance of existing contracts or let any contracts with the
same contractors or others, and, to the extent permitted, the right to immediately replace
any Operator and/or terminate the management agreements or lease relating thereto;




(b) Withhold further disbursement of the proceeds of the Loans and/or terminate
Lenders’ Revolving Credit Commitments hereunder;




(c) Use and apply any monies or letters of credit deposited by Borrower with Agent,
regardless of the purposes for which the same was deposited, to cure any such default or to
apply on account of any indebtedness under this Agreement which is due and owing to Agent
and Lenders;




(d) Exercise or pursue any other remedy or cause of action permitted under this
Agreement or any other Loan Documents, or conferred upon Agent by operation of applicable
law.



In addition to the foregoing, upon the occurrence of any Event of Default, Agent may, and at
the request of the Required Lenders shall, require (and Borrower and each other Loan Party shall)
establish and maintain at all times while any Mortgage continues in effect an impound account (the
“Impound Account”) with Agent for payment of taxes and insurance premiums on each Eligible Facility
and as security for the Obligations. Borrower and each other Loan Party shall deposit in the
Impound Account an amount determined by Agent to be sufficient (when added to the monthly deposits
described herein) to pay the next due installment of real estate taxes and assessments on each
Eligible Facility at least one (1) month prior to the due date or the delinquency date thereof (as
Agent shall determine) and the next due annual insurance premiums with respect to each Eligible
Facility at least one (1) month prior to the due date thereof. Borrower and each other Loan Party
shall pay to Agent, concurrently with the each Monthly Date, deposits in an amount equal to
one-twelfth (1/12) of the amount of the annual taxes that will next become due and payable on each
Eligible Facility (the “Monthly Tax Impound”), plus one-twelfth (1/12) of the amount of the annual
insurance premiums that will next become due and payable on insurance policies which Borrower or
any Loan Party is required to maintain hereunder (the “Monthly Insurance Impound”), each as
estimated and determined by Agent. The Monthly Tax Impound or Monthly Insurance Impound, and the
payments of interest or principal or both, payable pursuant to the Note and this Agreement, shall
be added together and shall be paid as an aggregate sum by Loan Parties to Agent. If Agent at any
time determines that the Monthly Tax Impound or Monthly Insurance Impound for any Eligible Facility
is insufficient, Agent may in its discretion adjust the required monthly payments of such amounts,
and Borrower and each Loan Party shall be obligated to pay the increased amounts for the Monthly
Tax Impound or Monthly Insurance Impound commencing with the next Monthly Date. So long as no
Default or Event of Default has occurred and is continuing, all sums in the Impound Account shall
be held by Agent in the Impound Account and used to pay Taxes and Insurance Premiums before the
same become delinquent. Borrower and each Loan Party shall be responsible for ensuring the receipt
by Agent, at least thirty (30) days prior to the respective due date or the delinquency date for
payment thereof (as Lender shall determine), of all bills, invoices and statements for all taxes
and insurance premiums to be paid from the Impound Account, and so long as no Event of Default has
occurred and is continuing, Agent shall pay (to the extent any Operator has not already paid the
same pursuant to its respective Operating Lease) the governmental authority or other party entitled
thereto directly to the extent funds are available for such purpose in the Impound Account. In
making any payment from the Impound Account, Agent shall be entitled to rely on any bill, statement
or estimate procured from the appropriate public office or insurance company or agent without any
inquiry into the accuracy of such bill, statement or estimate and without any inquiry into the
accuracy, validity, enforceability or contestability of any tax, assessment, valuation, sale,
forfeiture, tax lien or title or claim thereof. Agent shall pay no interest on funds contained in
the Impound Account to Borrower or any other Loan Party or any other Lender and any interest or
other earnings on funds deposited in the Impound Account shall be solely for the account of Agent.
If the total funds in the Impound Account shall exceed the amount of payments actually applied by
Agent (or Operator) for the purposes of the Impound Account, such excess may be credited by Agent
on subsequent payments to be made hereunder or, at the option of Agent, refunded to Borrower (or,
as the case my be, the applicable Loan Party). In allocating such excess, Agent may deal with the
person shown on the records of Agent to be the owner of the applicable Eligible Facility. If,
however, the Impound Account shall not contain sufficient funds to pay the sums required when the
same shall become due and payable, Borrower shall, within ten (10) days after receipt of written
notice thereof, deposit with Agent the full amount of any such deficiency. The Impound Account
shall not constitute a trust fund and may be commingled with other monies held by Agent.



	 	 	 	 	 
	Article 9.
	 	The Agent.

	 	

	 	 	 

	 	

	 	 	Section 9.1

	 	Appointment, Powers and Immunities.
	 	 	
 
	 	 






Each Lender hereby irrevocably appoints and authorizes the Agent to act as its agent hereunder
and the other Loan Documents with such powers as are specifically delegated to the Agent by the
terms of this Agreement and the other Loan Documents together with such other powers as are
reasonably incidental thereto. The Agent shall have no duties or responsibilities except those
expressly set forth in this Agreement and the other Loan Documents and shall not be a trustee for
any Lender. The Agent shall not be responsible to the Lenders for any recitals, statements,
representations or warranties contained in this Agreement or the other Loan Documents in any
certificate or other document referred to or provided for in, or received by any of them under,
this Agreement or the other Loan Documents, or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or the other Loan Documents or any other document
referred to or provided for herein or therein or for the collectability of the Loans or for any
failure by any Loan Party to perform any of its obligations hereunder or under the other Loan
Documents. The Agent may employ agents and attorneys-in­fact and shall not be answerable, except
as to money or securities received by it or its authorized agents, for the negligence or misconduct
of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Agent nor
any of its directors, officers, employees or agents shall be liable or responsible for any action
taken or omitted to be taken by it or them hereunder or the other Loan Documents or in connection
herewith or therewith, except for its or their own gross negligence or willful misconduct.




	 	 	 	Section 9.2 Reliance by Agent. 





The Agent shall be entitled to rely upon any certification, notice or other communication
(including any thereof by telephone, telex, telegram or cable) believed by it to be genuine and
correct and to have been signed or sent by or on behalf of the proper person or persons, and upon
advice and statements of legal counsel, independent accountants and other experts selected by the
Agent. As to any matters not expressly provided for by this Agreement or the other Loan Documents,
the Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder
or the other Loan Documents in accordance with instructions signed by the Required Lenders (other
than any Defaulting Lender), and such instructions of the Required Lenders (other than any
Defaulting Lender) and any action taken or failure to act pursuant thereto shall be binding on all
of the Lenders.




	 	 	 	Section 9.3 Events of Default. 





The Agent shall not be deemed to have knowledge of the occurrence of a Default (other than the
non-payment of principal of or interest on Loans) unless the Agent has received notice from a
Lender or the Borrower specifying such Default and stating that such notice is a “Notice of
Default”. In the event that the Agent receives such a notice of the occurrence of a Default, the
Agent shall give notice thereof to the Lenders (and shall give each Lender notice of each such
non-payment). The Agent shall (subject to Section 9.7 hereof) take such action with respect to
such Default as shall be directed in writing by the Required Lenders (or all of the Lenders, if
required by the terms of this Agreement).




	 	 	 	Section 9.4 Rights as a Lender. 





With respect to its Revolving Credit Commitment and the Loans made by it, the Agent in its
capacity as a Lender hereunder shall have the same rights and powers hereunder as any other Lender
and may exercise the same as though it were not acting as the Agent, and the term “Bank” or
“Lenders” shall, unless the context otherwise indicates, include the Agent in its individual
capacity. The Agent and its Affiliates may (without having to account therefor to any Lender)
accept deposits from, lend money to and generally engage in any kind of banking, trust or other
business with each Loan Party or its Affiliates, as if it were not acting as the Agent, and the
Agent may accept fees and other consideration from each Loan Party or its Affiliates, for services
in connection with this Agreement or any of the other Loan Documents or otherwise without having to
account for the same to the Lenders.




	 	 	 	Section 9.5 Indemnification. 





The Lenders shall indemnify the Agent (to the extent not reimbursed by each Loan Party under
Sections 10.1 and 10.2 hereof), ratably in accordance with the aggregate principal amount of the
Loans made by the Lenders (or, if no Loans are at the time outstanding, ratably in accordance with
their respective Revolving Credit Commitments), for any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and
nature whatsoever that may be imposed on, incurred by or asserted against the Agent in any way
relating to or arising out of this Agreement or any of the other Loan Documents or any other
documents contemplated by or referred to herein or therein or the transactions contemplated by or
referred to herein or therein or the transactions contemplated hereby and thereby (including,
without limitation, the costs and expenses that each Loan Party is obligated to pay under Sections
10.1 and 10.2 hereof, but excluding normal administrative costs and expenses incident to the
performance of its agency duties hereunder) or the enforcement of any of the terms hereof or of any
such other documents, provided that no Bank shall be liable for any of the foregoing to the extent
they arise from the gross negligence or willful misconduct of the party to be indemnified.




	 	 	 	Section 9.6 Non-Reliance on Agent and other Lenders. 





Each Lender agrees that it has, independently and without reliance on the Agent or any other
Lender, and based on such documents and information as it has deemed appropriate, made its own
credit analysis of each Loan Party and decision to enter into this Agreement and that it will,
independently and without reliance upon the Agent or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its own analysis and
decisions in taking or not taking action under this Agreement or the other Loan Documents. The
Agent shall not be required to keep itself informed as to the performance or observance by each
Loan Party of this Agreement or the other Loan Documents or any other document referred to or
provided for herein or therein or to inspect the properties or books of each Loan Party. Except
for notices, reports and other documents and information expressly required to be furnished to the
Lenders by the Agent hereunder or the other Loan Documents, the Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information concerning the affairs,
financial condition or business of each Loan Party, that may come into the possession of the Agent
or any of its Affiliates.




	 	 	 	Section 9.7 Failure to Act. 





Except for action expressly required of the Agent hereunder, the Agent shall in all cases be
fully justified in failing or refusing to act hereunder or thereunder unless it shall be
indemnified to its satisfaction by the Lenders against any and all liability and expense that may
be incurred by it by reason of taking or continuing to take any such action.




	 	 	 	Section 9.8 Resignation or Removal of Agent. 





Subject to the appointment and acceptance of a successor Agent as provided below, the Agent
may resign at any time by giving not less than ten (10) days’ prior written notice thereof to the
Lenders and each Loan Party and the Agent may be removed by the Required Lenders for gross
negligence or willful misconduct (as determined by a court of competent jurisdiction). Upon any
such resignation or removal, the Required Lenders shall have the right to appoint a successor
Agent. If no successor Agent shall have been so appointed by the Required Lenders and shall have
accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of
resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on
behalf of the Lenders, after consultation with the Borrower, appoint a successor Agent which shall
be a Lender with a combined capital and surplus of at least $100,000,000. Upon the acceptance of
any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After
any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Article 9
shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by
it while it was acting as the Agent.




	 	 	 	Section 9.9 Sharing of Payments. 





(a) Prior to any acceleration by the Agent and the Lenders of the Obligations:



(i) in the event that any Lender shall obtain payment in respect of a Note, or interest
thereon, whether voluntarily or involuntarily, and whether through the exercise of a right of
banker’s lien, set-off or counterclaim against each Loan Party or otherwise, in a greater
proportion than any such payment obtained by any other Lender in respect of the corresponding Note
held by it, then the Lender so receiving such greater proportionate payment shall purchase for cash
from the other Lender or Lenders such portion of each such other Lender’s or Lenders’ Loan as shall
be necessary to cause such Lender receiving the proportionate overpayment to share the excess
payment with each Lender; and



(ii) in the event that any Lender shall obtain payment in respect of any Interest Rate
Contract to which such Lender is a party, whether voluntarily or involuntarily, and whether through
the exercise of a right of banker’s lien, set-off or counterclaim against each Loan Party or
otherwise, such Lender shall be permitted to retain the full amount of such payment and shall not
be required to share such payment with any other Lender.



(b) Upon or following any acceleration by the Agent and the Lenders of the Obligations, in the
event that any Lender shall obtain payment in respect of a Note, or interest or Fees thereon, or in
respect of an Interest Rate Contract to which such Lender is a party, whether voluntarily or
involuntarily, and whether through the exercise of a right of banker’s lien, set-off or
counterclaim against each Loan Party or otherwise, in a greater proportion than any such payment
obtained by any other Lender in respect of the aggregate amount of the corresponding Note held by
such Lender and any Interest Rate Contract to which such Lender is a party, then the Lender so
receiving such greater proportionate payment shall purchase for cash from the other Lender or
Lenders such portion of each such other Lender’s or Lenders’ Loan as shall be necessary to cause
such Lender receiving the proportionate overpayment to share the excess payment with each Lender.
For the purposes of this subsection 9.9(b), payments on Notes received by each Lender shall be in
the same proportion as the proportion of: (A) the sum of: (x) the Obligations owing to such Lender
in respect of the Note held by such Lender, plus (y) the Obligations owing to such Lender in
respect of Interest Rate Contracts to which such Lender is party, if any, to (B) the sum of: (x)
the Obligations owing to all of the Lenders in respect of all of the Notes, plus (y) the
Obligations owing to all of the Lenders in respect of all Interest Rate Contracts to which any
Lender is a party; provided, however, that, with respect to subsections 9.9(a)(i) and (b) above, if
all or any portion of such excess payment or benefits is thereafter recovered from the Lender that
received the proportionate overpayment, such purchase of Loans or payment of benefits, as the case
may be, shall be rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest.



	 	 	 	 	 
	Article 10.	 	Miscellaneous Provisions.

	 	 	 

	 	 	Section 10.1

	 	Fees and Expenses; Indemnity.
	 	 	
 
	 	 






(a) The Borrower will promptly pay all costs of the Agent in preparing the Loan Documents and
all actual, reasonable, out-of-pocket costs and expenses of the issuance of the Notes and of each
Loan Party’s performance of and compliance with all agreements and conditions contained herein on
its part to be performed or complied with and the reasonable fees and expenses and disbursements of
counsel to the Agent in connection with the preparation, execution and delivery, administration,
interpretation and enforcement of this Agreement, the other Loan Documents and all other
agreements, instruments and documents relating to this transaction, the consummation of the
transactions contemplated by all such documents, the preservation of all rights of the Lenders and
the Agent, the negotiation, preparation, execution and delivery of any amendment, modification or
supplement of or to, or any consent or waiver under, any such document (or any such instrument that
is proposed but not executed and delivered) and with any claim or action threatened, made or
brought against any of the Lenders or the Agent arising out of or relating to any extent to this
Agreement, the other Loan Documents or the transactions contemplated hereby or thereby (other than
a claim or action resulting from the gross negligence, willful misconduct, or intentional violation
of law by the Agent and or the Lenders). Notwithstanding the above, Borrower shall not be
obligated under this Section 10.1(a) (but shall be obligated under Section 10.1(b) below, to the
extent applicable) to indemnify Lenders for fees and expenses and disbursements of separate counsel
to Lenders (other than Agent’s counsel).



(b) In addition, the Borrower will promptly pay all actual, reasonable out-of-pocket costs and
expenses (including, without limitation, reasonable fees and disbursements of counsel) suffered or
incurred by each Lender in connection with its enforcement of the payment of the Notes or any other
sum due to it under this Agreement or any of the other Loan Documents or any of its other rights
hereunder or thereunder. In addition to the foregoing, the Borrower shall indemnify each Lender
and the Agent and each of their respective directors, officers, employees, attorneys, agents and
Affiliates against, and hold each of them harmless from, any loss, liabilities, damages, penalties,
claims, costs and expenses (including reasonable attorneys’ fees and disbursements) suffered or
incurred by any of them arising out of, resulting from or in any manner connected with, the
execution, delivery and performance of each of the Loan Documents, the Loans and any and all
transactions related to or consummated in connection with the Loans (other than as a result of the
gross negligence, willful misconduct or intentional violation of law by the party seeking
indemnification), including, without limitation, losses, liabilities, damages, penalties, claims,
costs and expenses suffered or incurred by any Lender or the Agent or any of their respective
directors, officers, employees, attorneys, agents or Affiliates arising out of or related to any
Environmental Liability or Environmental Proceeding, or in investigating, preparing for, defending
against, or providing evidence, producing documents or taking any other action in respect of any
commenced or threatened litigation, administrative proceeding or investigation under any federal
securities law or any other statute of any jurisdiction, or any regulation, or at common law or
otherwise against the Agent, the Lenders or any of their officers, directors, affiliates, agents or
Affiliates, that is alleged to arise out of or is based upon: (i) any untrue statement or alleged
untrue statement of any material adverse fact of any Loan Party and its affiliates in any document
or schedule filed with the Securities and Exchange Commission or any other governmental body; (ii)
any omission or alleged omission to state any material fact required to be stated in such document
or schedule, or necessary to make the statements made therein, in light of the circumstances under
which made, not misleading; (iii) any acts, practices or omission or alleged acts, practices or
omissions of any Loan Party or its .agents related to the making of any acquisition, purchase of
shares or assets pursuant thereto, financing of such purchases or the consummation of any other
transactions contemplated by any such acquisitions that are alleged to be in violation of any
federal securities law or of any other statute, regulation or other law of any jurisdiction
applicable to the making of any such acquisition, the purchase of shares or assets pursuant
thereto, the financing of such purchases or the consummation of the other transactions contemplated
by any such acquisition; or (iv) any withdrawals, termination or cancellation of any such proposed
acquisition for any reason whatsoever. The indemnity set forth herein shall be in addition to any
other obligations or liabilities of any Loan Party to the Agent and the Lenders hereunder, at
common law or otherwise. The provisions of this Section 10.1 shall survive the payment of the
Notes and the termination of this Agreement.




	 	 	 	Section 10.2 Taxes. 





If, under any law in effect on the date of the closing of any Loan hereunder, or under any
retroactive provision of any law subsequently enacted, it shall be determined that any Federal,
state or local tax (other than any tax (except those referred to in clause (ii) of Section 10.3
below) on or measured by the net income of the Lender to which any such payment is due pursuant to
applicable federal, state and local income tax laws) is payable in respect of the issuance of any
Note, or in connection with the filing or recording of any assignments, mortgages, financing
statements, or other documents (whether measured by the amount of Indebtedness secured or
otherwise) as contemplated by this Agreement, then each Loan Party will pay any such tax and all
interest and penalties, if any, and will indemnify the Lenders and the Agent against and save each
of them harmless from any loss or damage resulting from or arising out of the nonpayment or delay
in payment of any such tax. If any such tax or taxes shall be assessed or levied against any
Lender or any other holder of a Note, such Lender, or such other holder, as the ease may be, may
notify each Loan Party and make immediate payment thereof, together with interest or penalties in
connection therewith, and shall thereupon be entitled to and shall receive immediate reimbursement
therefor from each Loan Party. Notwithstanding any other provision contained in this Agreement,
the covenants and agreements of the Borrower in this Section 10.2 shall survive payment of the
Notes and the termination of this Agreement.




	 	 	 	Section 10.3 Payments. 





As set forth in Article 2 hereof, all payments by each Loan Party on account of principal,
interest, fees and other charges (including any indemnities) shall be made to the Agent at the
Principal Office of the Agent, in lawful money of the United States of America in immediately
available funds, by wire transfer or otherwise, not later than 2:00 P.M. (E.S.T.) on the date such
payment is due. Any such payment made on such date but after such time shall, if the amount paid
bears interest, be deemed to have been made on, and interest shall continue to accrue and be
payable thereon until, the next succeeding Business Day. If any payment of principal or interest
becomes due on a day other than a Business Day, such payment may be made on the next succeeding
Business Day and such extension shall be included in computing interest in connection with such
payment. All payments hereunder and under the Notes shall be made without set-off or counterclaim
and in such amounts as may be necessary in order that all such payments shall not be less than the
amounts otherwise specified to be paid under this Agreement and the Notes (without regard to
withholding for or on account of: (i) any present or future taxes, levies, imposts, duties or other
similar charges of whatever nature imposed by any government or any political subdivision or taxing
authority thereof, other than any tax (except those referred to in clause (ii) below) on or
measured by the net income of the Lender to which any such payment is due pursuant to applicable
federal, state and local income tax laws, and (ii) deduction of amounts equal to the taxes on or
measured by the net income of such Lender payable by such Lender with respect to the amount by
which the payments required to be made under this sentence exceed the amounts otherwise specified
to be paid in this Agreement and the Notes). Upon payment in full of any Note, the Lender holding
such Note shall mark the Note “Paid” and return it to the Borrower.




	 	 	 	Section 10.4 Survival of Agreements and Representations; Construction.






All agreements, representations and warranties made herein shall survive the delivery of this
Agreement and the Notes. The headings used in this Agreement and the table of contents are for
convenience only and shall not be deemed to constitute a part hereof. All uses herein of the
masculine gender or of singular or plural terms shall be deemed to include uses of the feminine or
neuter gender, or plural or singular terms, as the context may require.




	 	 	 	Section 10.5 Lien on and Set-off of Deposits. 





As security for the due payment and performance of all the Obligations, each Loan Party hereby
grants to Agent for the ratable benefit of the Lenders a Lien on any and all deposits or other sums
at any time credited by or due from the Agent or any Lender to the Borrower, whether in regular or
special depository accounts or otherwise, and any and all monies, securities and other property of
the Borrower, and the proceeds thereof, now or hereafter held or received by or in transit to any
Lender or the Agent from or for such Loan Party, whether for safekeeping, custody, pledge,
transmission, collection or otherwise, and any such deposits, sums, monies, securities and other
property, may at any time after the occurrence and during the continuance of any Event of Default
be set-off, appropriated and applied by any Lender or the Agent against any of the Obligations,
whether or not any of such Obligations is then due or is secured by any collateral.




	 	 	 	Section 10.6 Modifications, Consents and Waivers; Entire Agreement. 





No modification, amendment or waiver of or with respect to any provision of this Agreement,
any Notes, or any of the other Loan Documents and all other agreements, instruments and documents
delivered pursuant hereto or thereto, nor consent to any departure by any Loan Party from any of
the terms or conditions thereof, shall in any event be effective unless it shall be in writing and
signed by the Agent and each Lender (other than any Defaulting Lender except as set forth in the
proviso of Section 2.23(b)) except that: (i) any modification or amendment of, or waiver or
consent with respect to, Article 4 shall be required to be signed only by the Borrower, Agent and
the Required Lenders, and (ii) any modification or amendment of, or waiver or consent with respect
to, Articles 1 (other than the definition of “Required Lenders” or any other defined term which is
used in the application of any of the provisions of Article 2), 5, 6, 7, 8 (other than Section 8.1
and Section 8.4 hereof) and 10 (other than this Section 10.6) may be signed only by the Borrower,
Agent and the Required Lenders. Any such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No consent to or demand on any Loan Party in any
case shall, of itself, entitle it to any other or further notice or demand in similar or other
circumstances. Notwithstanding anything to the contrary contained herein, no modification,
amendment or waiver of or with respect to any provision of this Agreement, any Notes, or any of the
other Loan Documents and all other agreements, instruments and documents delivered pursuant hereto
or thereto, nor consent to any departure by any Loan Party from any of the terms or conditions
thereof, shall in any event amend, modify or otherwise affect the rights or duties of the Agent or
the Lenders hereunder without the prior written consent of the Agent or the Lenders (other than any
Defaulting Lender except as set forth in the proviso of Section 2.23(b)), as the case may be. This
Agreement and the other Loan Documents embody the entire agreement and understanding among the
Lenders, the Agent and the Borrower and supersede all prior agreements and understandings relating
to the subject matter hereof.




	 	 	 	Section 10.7 Remedies Cumulative; Counterclaims. 





Each and every right granted to the Agent and the Lenders hereunder or under any other
document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be
cumulative and may be exercised from time to time. No failure on the part of the Agent or any
Lender or the holder of any Note to exercise, and no delay in exercising, any right shall operate
as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or
future exercise thereof or the exercise of any other right. The due payment and performance of the
Obligations shall be without regard to any counterclaim, right of offset or any other claim
whatsoever that any Loan Party may have against any Lender or the Agent and without regard to any
other obligation of any nature whatsoever that any Lender or the Agent may have to any Loan Party,
and no such counterclaim or offset shall be asserted by any Loan Party (unless such counter-claim
or offset would, under applicable law, be permanently and irrevocably lost if not brought in such
action) in any action, suit or proceeding instituted by any Lender or the Agent for payment or
performance of the Obligations.




	 	 	 	Section 10.8 Further Assurances. 





At any time and from time to time, upon the request of the Agent, each Loan Party shall
execute, deliver and acknowledge or cause to be executed, delivered and acknowledged, such further
documents and instruments and do such other acts and things as the Agent may reasonably request in
order to fully effect the purposes of this Agreement, the other Loan Documents and any other
agreements, instruments and documents delivered pursuant hereto or in connection with the Loans.




	 	 	 	Section 10.9 Notices. 





All notices, requests, reports and other communications pursuant to this Agreement shall be in
writing, either by letter (delivered by hand or commercial messenger service or sent by certified
mail, return receipt requested, except for routine reports delivered in compliance with Article 5
and Section 6.5 hereof which may be sent by ordinary first-class mail or by electronic mail with a
copy delivered by ordinary first class mail) or telecopy, addressed as follows:



(a) If to the Borrower:



	 	 	 
	Grubb & Ellis Healthcare REIT II Holdings, LP

	c/o Grubb & Ellis Healthcare REIT II, Inc.

	1551 North Tustin Avenue, Suite 300

	Santa Ana, California 92705

	Attention:

	 	Danny Prosky







Telecopier No.: (714)       -     


Telephone No: (714) 975-2315


Email: Danny.Prosky@Grubb-Ellis.com




with a copy to:



	 	 	 
	Grubb & Ellis Healthcare REIT II Holdings, LP

	c/o Grubb & Ellis Healthcare REIT II, Inc.

	1551 North Tustin Avenue, Suite 300

	Santa Ana, California 92705

	Attention:

	 	Shannon K. S. Johnson







Telecopier No.: (866) 508-4769


Telephone No: (714) 975-2135


Email: Shannon.Johnson@Grubb-Ellis.com




with a copy (other than in the case


of Borrowing Notices and reports


and other documents delivered in


compliance with Article 5 hereof) to:



	 	 	 
	Arnall Golden Gregory LLP

	171 17th Street NW

	Suite 2100

Atlanta, Georgia

Attention:

	 	

30363

David B. Lotz, Esq.







Telecopier No.: (404) 873-8168


Telephone No: (404) 873-8169


Email: david.lotz@agg.com



(b) If to any Lender:




To its address set forth below its


name on the signature pages hereof,


with a copy to the Agent; and



(c) If to the Agent:



	 	 	 
	KeyBank National Association, as Agent

	Mailcode WA-31-13-2313

	1301 5th Avenue, 23rd Floor

	Seattle, Washington 98101

	Attention:

	 	Senior Manager, Healthcare Finance







Telecopier No.: (206) 343-6843


Email: David—A—Macvicar@KeyBank.com




with a copy (other than in the case


of Borrowing Notices and reports


and other documents delivered in


compliance with Article 5 hereof) to:



	 	 	 
	Schiff Hardin LLP

	233 South Wacker Drive

	Suite 6600

	 	

	Chicago, Illinois 60606

	Attention:

	 	Sean T. Maloney, Esq.







Telecopier No.: (312) 258-5700


Telephone No.: (312) 258-5505


Email: smaloney@schiffhardin.com



Any notice, request, demand or other communication hereunder shall be deemed to have been given on:
(x) the day on which it is telecopied to such party at its telecopier number specified above
(provided such notice shall be effective only if followed by one of the other methods of delivery
set forth herein) or delivered by receipted hand or such commercial messenger service to such party
at its address specified above, or (y) on the third Business Day after the day deposited in the
mail, postage prepaid, if sent by mail. Any party hereto may change the Person, address or
telecopier number to whom or which notices are to be given hereunder, by notice duly given
hereunder; provided, however, that any such notice shall be deemed to have been given hereunder
only when actually received by the party to which it is addressed.




	 	 	 	Section 10.10 Counterparts. 





This Agreement may be signed in any number of counterparts with the same effect as if the
signatures thereto and hereto were upon the same instrument.




	 	 	 	Section 10.11 Severability. 





The provisions of this Agreement are severable, and if any clause or provision hereof shall be
held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction
and shall not in any manner affect such clause or provision in any other jurisdiction, or any other
clause or provision in this Agreement in any jurisdiction. Each of the covenants, agreements and
conditions contained in this Agreement is independent and compliance by the Borrower with any of
them shall not excuse non-compliance by the Borrower with any other. All covenants hereunder shall
be given independent effect so that if a particular action or condition is not permitted by any of
such covenants, the fact that it would be permitted by an exception to, or be otherwise within the
limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default
if such action is taken or condition exists.




	 	 	 	Section 10.12 Binding Effect; No Assignment or Delegation by Borrower.






This Agreement shall be binding upon and inure to the benefit of each of the Borrower and
their respective successors and to the benefit of the Lenders and the Agent and their respective
successors and assigns. The rights and obligations of each Loan Party under this Agreement shall
not be assigned or delegated without the prior written consent of the Agent and the Required
Lenders, and any purported assignment or delegation without such consent shall be void.




	 	 	 	Section 10.13 Assignments and Participations by Lenders. 





(a) Each Lender may assign to one or more Lenders or other entities all or a portion of its
rights and obligations under this Agreement (including, without limitation, all or a portion of its
Revolving Credit Commitment, the Loans owing to it, and the Note held by it); provided, however,
that: (i) the Borrower and the Agent must give prior written consent to such assignment (unless
such assignment is to an Affiliate of such Lender or to another Lender), which consent shall not be
unreasonably withheld (provided, however, that Borrower’s consent may be withheld for any reason
with respect to, and only with respect to, any Lender that would (A) provide a Revolving Credit
Commitment on the initial Closing Date and (B) provide any additional Revolving Credit
Commitment(s) over and above the Revolving Credit Commitments provided for on the Closing Date, it
being acknowledged for sake of clarity, that the standard set forth in this proviso does not apply
to assignments or participations of any Revolving Credit Commitment and further that there is no
commitment or obligation to increase the amount of the Revolving Credit Commitment), (ii) the
parties to each such assignment shall execute and deliver to the Agent an Assignment and
Acceptance, and a processing fee of $3,500.00, (iii) each such assignment shall be of a constant,
and not a varying, percentage of all of the assigning Bank’s rights and obligations under this
Agreement, (iv) the amount of the Revolving Credit Commitment of the assigning Bank being assigned
pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $5,000,000 and shall be an integral
multiple of $1,000,000, and (v) each such assignment shall be to an Eligible Assignee. Upon such
execution, delivery and acceptance, from and after the effective date specified in each Assignment
and Acceptance, which effective date shall be at least five (5) Business Days after the execution
thereof: (x) the assignee thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the
rights and obligations of a Lender hereunder, and (y) the Lender assignor thereunder shall, to the
extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment
and Acceptance, relinquish its rights and be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or the remaining portion of an
assigning Bank’s rights and obligations under this Agreement, such Lender shall cease to be a party
hereto). Notwithstanding anything to the contrary in clause (a)(i) above, no consent of the
Borrower shall be required for an assignment if an Event of Default has occurred and is continuing.



(b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder
and the assignee thereunder confirm to and agree with each other and the other parties hereto as
follows: (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no
representation or warranty and assumes no responsibility with respect to any statements, warranties
or representations made in or in connection with this Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement or any other
instrument or document furnished pursuant hereto; (ii) such assigning Bank makes no representation
or warranty and assumes no responsibility with respect to the financial condition of each Loan
Party or the performance or observance by each Loan Party of any of its obligations under this
Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee
confirms that it has received a copy of this Agreement, together with copies of such financial
statements and such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon the Agent, such assigning Bank or any other Lender and
based on such documents and information as it shall deem appropriate at the time, continue to make
its own credit decisions in taking or not taking action under this Agreement; (v) such assignee
confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to
take such action as agent on its behalf and to exercise such powers under this Agreement as are
delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental
thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of
the obligations which by the terms of this Agreement are required to be performed by it as a
Lender.



(c) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an
assignee representing that it is an Eligible Assignee, together with any Note subject to such
assignment (and also, to the extent required, any consent of the Borrower required pursuant to
Section 10.13(a) above), the Agent shall: (i) accept such Assignment and Acceptance, and (ii) give
prompt notice thereof to the Borrower. Within five (5) Business Days after its receipt of such
notice, the Borrower, at their own expense, shall execute and deliver to the Agent in exchange for
the surrendered Note a new Note to the order of such Eligible Assignee in an amount equal to the
Revolving Credit Commitment assumed by it pursuant to such Assignment and Acceptance and, if the
assigning Bank has retained a Revolving Credit Commitment hereunder, a new Note to the order of the
assigning Bank in an amount equal to the Revolving Credit Commitment retained by it hereunder.
Such new Note shall be in an aggregate principal amount equal to the aggregate principal amount of
such surrendered Note, shall be dated the effective date of such Assignment and Acceptance and
shall otherwise be in substantially the form of Exhibit F hereto.



(d) Each Lender may, without the prior consent of the Agent, the other Lenders or the
Borrower, sell participations to one or more Lenders or other entities in all or a portion of its
rights and obligations under this Agreement (including, without limitation, all or a portion of its
Revolving Credit Commitment, the Loans owing to it, and the Note held by it); provided, however,
that: (i) such Lender’s obligations under this Agreement (including, without limitation, its
Revolving Credit Commitment hereunder) shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations, (iii) such Lender
shall remain the holder of any such Note for all purposes of this Agreement, and the Borrower, the
Agent and the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement.



(e) Any Lender may, in connection with any assignment or participation or proposed assignment
or participation pursuant to this Section 10.13, disclose to the assignee or participant or
proposed assignee or participant, any information relating to any Loan Party furnished to such
Lender by or on behalf of such Loan Party; provided that, prior to any such disclosure, the
assignee or participant or proposed assignee or participant shall agree to preserve the
confidentiality of any confidential information relating to such Loan Party received by it from
such Lender.



(f) Anything in this Section 10.13 to the contrary notwithstanding, any Lender may assign and
pledge all or any portion of its Loans and its Note to any Federal Reserve Bank (and its
transferees) as collateral security pursuant to Regulation A of the Board of Governors of the
Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such
assignment shall release the assigning Bank from its obligations hereunder.




	 	 	 	Section 10.14 Delivery of Tax Forms. 





Each Lender that is not organized under the laws of the United States or a state thereof
shall:



(a) deliver to the Borrower and the Agent, on or prior to the date of the execution and
delivery of this Agreement or the date on which it becomes a Lender hereunder, two accurate and
duly completed executed copies of United States IRS Form W-8BEN or W­8ECI, as appropriate, or
successor applicable form, as the case may be;



(b) deliver to the Borrower and the Agent two further accurate and complete executed copies of
any such form or certification on or before the date that any such form or certification expires or
becomes obsolete and after the occurrence of any event requiring a change in the most recent form
previously delivered by it to the Borrower; and



(c) obtain such extensions of time for filing and completing such forms or certifications as
may reasonably be requested by the Borrower or the Agent; unless in any such case under clause (b)
above an event (including, without limitation, any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be required which renders all
such forms inapplicable or which would prevent such Lender from duly completing and delivering any
such form with respect to it and such Lender so advises the Borrower and the Agent. Such Lender
shall certify with respect to Form W-8BEN or W8ECI, as appropriate that (i) it is entitled to
receive payments under this Agreement without deduction or withholding of any United States Federal
income taxes; (ii) to the extent legally entitled to do so, that it is entitled to receive payments
under this Agreement without, or at a reduced rate of, deduction or withholding of any United
States Federal income taxes; or (iii) that it is entitled to an exemption from United States backup
withholding tax. Each Person not organized under the laws of the United States or a state thereof
that is an assignee hereunder shall, prior to the effectiveness of the related transfer, be
required to provide all of the forms and statements required pursuant to this Section 10.14.




	 	 	 	Section 10.15 Governing Law; Consent to Jurisdiction; Waiver of Trial by
Jury.





(a) THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ALL OTHER DOCUMENTS AND INSTRUMENTS EXECUTED
AND DELIVERED IN CONNECTION HEREWITH AND THEREWITH, SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS RULES
PERTAINING TO CONFLICTS OF LAWS.



(b) EACH LOAN PARTY IRREVOCABLY CONSENTS THAT ANY LEGAL ACTION OR PROCEEDING AGAINST IT UNDER,
ARISING OUT OF OR IN ANY MANNER RELATING TO THIS AGREEMENT, AND EACH OTHER LOAN DOCUMENT MAY BE
BROUGHT IN ANY COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK, OR IN THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. EACH LOAN PARTY, BY THE EXECUTION AND DELIVERY OF
THIS AGREEMENT, EXPRESSLY AND IRREVOCABLY ASSENTS AND SUBMITS TO THE NONEXCLUSIVE PERSONAL
JURISDICTION OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING. EACH LOAN PARTY FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF ANY COMPLAINT, SUMMONS, NOTICE OR OTHER PROCESS RELATING TO
ANY SUCH ACTION OR PROCEEDING BY DELIVERY THEREOF TO IT BY HAND OR BY MAIL IN THE MANNER PROVIDED
FOR IN SECTION 10.9 HEREOF. EACH LOAN PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY CLAIM OR
DEFENSE IN ANY SUCH ACTION OR PROCEEDING BASED ON ANY ALLEGED LACK OF PERSONAL JURISDICTION,
IMPROPER VENUE OR FORUM NON CONVENIENS OR ANY SIMILAR BASIS. EACH LOAN PARTY SHALL NOT BE ENTITLED
IN ANY SUCH ACTION OR PROCEEDING TO ASSERT ANY DEFENSE GIVEN OR ALLOWED UNDER THE LAWS OF ANY STATE
OTHER THAN THE STATE OF NEW YORK UNLESS SUCH DEFENSE IS ALSO GIVEN OR ALLOWED BY THE LAWS OF THE
STATE OF NEW YORK. NOTHING IN THIS SECTION 10.15 SHALL AFFECT OR IMPAIR IN ANY MANNER OR TO ANY
EXTENT THE RIGHT OF THE AGENT OR ANY LENDER TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION OR THE RIGHT, IN CONNECTION WITH ANY
LEGAL ACTION OR PROCEEDING WHATSOEVER, TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.



(c) EACH LOAN PARTY, THE LENDERS AND THE AGENT WAIVE TRIAL BY JURY IN ANY LITIGATION IN ANY
COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF, THIS AGREEMENT, ANY OF THE OTHER LOAN
DOCUMENTS, OR ANY INSTRUMENT OR DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT, OR THE VALIDITY,
INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.




	 	 	 	Section 10.16 USA Patriot Act Notice; Anti-Money Laundering. 





(a) The Agent and each Lender hereby notifies each Loan Party that, pursuant to the
requirements of the USA Patriot Act it is required to obtain, verify and record information that
identifies Borrower (and to the extent requested, each Loan Party), which information includes the
name and address of Borrower (and to the extent requested, each Loan Party) and other information
that will allow the Agent and such Lenders to identify the Borrower (and to the extent requested,
each Loan Party) in accordance with the Patriot Act.



(b) The Borrower shall, following a request by the Agent or any Lender, provide (or cause the
same to be provided) all documentation and other information that the Agent or such Lender
reasonably requests in order to comply with its ongoing obligations .under applicable “know your
customer” and anti-money laundering rules and regulations, including the USA Patriot Act.




	 	 	 	Section 10.17 Removal and Replacement of Defaulting Lenders. 





Under any circumstances set forth in Section 2.23 of this Agreement providing that Borrower
shall have the right to remove and replace a Defaulting Lender as a party to this Agreement,
Borrower may, upon notice to such Defaulting Lender and Agent, remove such Defaulting Lender by
causing such Defaulting Lender to assign its Revolving Credit Commitment to one or more other
Lenders or Eligible Assignees acceptable to Borrower and Agent; provided, however, that during the
existence of any Event of Default, Borrower may not remove or replace a Defaulting Lender pursuant
to this Section 10.17. Any removed or replaced Defaulting Lender shall be entitled, subject to the
terms and provisions of Section 2.23, to (y) payment in full of all principal, interest, fees and
other amounts owing to such Defaulting Lender or such Defaulting Lender’s affiliated indemnitees
under any Loan Document through the date of termination or assignment (including any amounts
payable pursuant to Section 2.22), and (z) a release of such Lender from its obligations under the
Loan Documents (other than with respect to such default). Any Defaulting Lender being replaced
shall execute and deliver an Assignment and Acceptance covering such Defaulting Lender’s Revolving
Credit Commitment, and shall otherwise comply with Section 10.13 (and Borrower shall be responsible
for payment of any processing and recordation fee payable under Section 10.13). Agent shall
distribute an amended listing of Revolving Credit Commitments, which shall thereafter be
incorporated into this Agreement, to reflect adjustments to Lenders and their Revolving Credit
Commitments.




	 	 	 	Section 10.18 Pledge of Intercompany Notes and Borrower’s Interest in
Mortgages.





As security for the prompt and complete payment and performance when due (whether at stated
maturity, by acceleration or otherwise) of all of Borrower’s Obligations, Borrower hereby
hypothecates, transfers, sets over, pledges, assigns and grants to Agent, for the benefit of
Lenders and Agent, a first lien on and first security interest in, and a right of setoff with
respect to, the following, whether now owned or hereafter acquired or created:




(i) all right title and interest of Borrower, as holder thereunder or payee thereof, in
and to each Intercompany Note from each Subsidiary Guarantor, as maker thereunder;




(ii) all right title and interest of Borrower, as mortgagee or beneficiary thereunder,
in and to each Mortgage from each Subsidiary Guarantor, as mortgagor or trustor thereunder;
and



	 	 	 
	(iii)all proceeds of the foregoing.

	Section 10.19

	 	Provisions re Assigned Credit Advance Value.
	
 
	 	 






In the event that Borrower notifies Agent and Lenders in writing that Borrower wishes to
refinance any Eligible Facility through a permanent loan to be provided to such Person by Fannie
Mae, Freddie Mac, HUD, then, until such time as Borrower shall otherwise direct, the Assigned
Credit Advance Value for such Eligible Facility shall not be reduced (other than a reduction to
$0.00 in the case of a payoff) for any prepayments made on the Loan (a) pursuant to Section 2.5(b)
(for partial prepayments or reductions only and specifically excluding the first sentence thereof),
or (b) pursuant to Section 2.5(c) to the extent Borrowing Base requirements can remain satisfied.



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
on the date first above written.



Grubb & Ellis Healthcare REIT II Holdings, LP



By Grubb & Ellis Healthcare REIT II, Inc.,


Its General Partner



By: /s/ Shannon K S Johnson

Printed Name: Shannon K S Johnson

Its: Chief Executive Officer

KeyBank National Association


as Agent, and as a Lender



By: /s/ Brian Heagler

Printed Name: Brian Heagler

Its: Vice President




Revolving Credit Commitment:



$71,500,000



Pro rata Share of Aggregate


Revolving Credit Commitments:



100%


Lending Office for Base Rate Loans and LIBOR Loans:



KeyBank National Association





127 Public Square, MC:OH-01-27-0605


Cleveland, Ohio 44114


Attention: Healthcare Administrative Assistant



Address for Notices:



See Section 10.9.



CH2\90107097.8