Grubb & Ellis Healthcare REIT II, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 16th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made effective as of the 14th day of May, 2012, by and between Griffin-American Healthcare REIT II, Inc., a Maryland corporation (the “Company”), and Mathieu B. Streiff (“Indemnitee”).

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ISDA® International Swaps and Derivatives Association, Inc.
Master Agreement • April 15th, 2011 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts • New York

have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this 2002 Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this “Master Agreement”.

FORM OF ADVISORY AGREEMENT
Form of Advisory Agreement • August 5th, 2009 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts • Maryland

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of , 2009 (the “Effective Date”), is by and among GRUBB & ELLIS HEALTHCARE REIT II, INC., a Maryland corporation (the “Company”), GRUBB & ELLIS HEALTHCARE REIT II HOLDINGS, LP, a Delaware limited partnership (the “Partnership”), GRUBB & ELLIS HEALTHCARE REIT II ADVISOR, LLC, a Delaware limited liability company (the “Advisor”).

BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT (Westminster)
Sale and Assignment • January 17th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts

THIS BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT (this “Assignment”) is made as of the 10th day of January, 2012 by San Carlos Associates, L.P. and Facility Investments, L.P., each a Georgia limited partnership (“Assignor”), in favor of G&E HC REIT II Westminster SNF, LLC, a Delaware limited liability company (“Assignee”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in that certain Purchase and Sale Agreement dated as of September 29, 2011 to which Assignor and G&E HC REIT II Southeastern SNF Portfolio, LLC (“Contract Purchaser”), among others, are parties (the “Purchase Agreement”), which Purchase Agreement has been partially assigned by Contract Purchaser to Assignee with respect to the Facility commonly known as Westminster Commons located at 560 St. Charles Ave. NE, Atlanta, GA (the “Westminster Facility”).

GRUBB & ELLIS HEALTHCARE REIT II, INC. UP TO 330,000,000 SHARES OF COMMON STOCK AMENDED AND RESTATED DEALER MANAGER AGREEMENT June 1, 2011
Dealer Manager Agreement • June 3rd, 2011 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts • California

Grubb & Ellis Healthcare REIT II, Inc., a Maryland corporation (the “Company”), has registered $3,285,000,000 in shares of its common stock, $.01 par value per share (the “Shares”), for sale to the public (the “Offering”), of which (i) $3,000,000,000 in Shares are being offered pursuant to the primary offering and (ii) $285,000,000 in Shares are being offered pursuant to the Company’s distribution reinvestment plan (the “DRIP”). The Company reserves the right to reallocate the Shares being offered between the primary offering and the DRIP. Except as described in the Prospectus (as defined below) or in Section 5.1 hereof, the Shares are to be sold pursuant to the primary offering for a cash price of $10.00 per Share and the Shares are to be sold pursuant to the DRIP for $9.50 per Share.

COLLATERAL ASSIGNMENT OF MANAGEMENT CONTRACT
Collateral Assignment of Management Contract • September 20th, 2011 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts

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

ADVISORY AGREEMENT
Advisory Agreement • November 9th, 2011 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts • Maryland

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of November 7, 2011 is by and among GRUBB & ELLIS HEALTHCARE REIT II, INC., a Maryland corporation (the “Company”), GRUBB & ELLIS HEALTHCARE REIT II HOLDINGS, LP,, a Delaware limited partnership (the “Partnership”) and GRIFFIN-AMERICAN HEALTHCARE REIT ADVISOR, LLC, a Delaware limited liability company (the “Advisor”).

AGREEMENT OF LIMITED PARTNERSHIP OF GRUBB & ELLIS HEALTHCARE REIT II HOLDINGS, LP
Grubb & Ellis Healthcare REIT II, Inc. • March 19th, 2009 • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP OF GRUBB & ELLIS HEALTHCARE REIT II HOLDINGS, LP (this “Agreement”), dated as of January 9, 2009, is entered into by and among Grubb & Ellis Healthcare REIT II, Inc., a Maryland corporation, as general partner (the “General Partner”), and those Persons who have executed this Agreement or a counterpart hereof, or who become parties hereto pursuant to the terms of this Agreement.

AGREEMENT OF PURCHASE AND SALE [Tucker House]
Agreement of Purchase and Sale • June 20th, 2011 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts • Pennsylvania

THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”) is made this 14th day of June, 2011 (the “Effective Date”), by and between TUCKER HOUSE II, INC., a Pennsylvania nonprofit corporation (“Seller”), and G&E HC REIT II TUCKER HOUSE SNF, L.P., a Delaware limited partnership (“Purchaser”).

Open-End Mortgage, Assignment of Rents, Security Agreement and(Illinois)
Grubb & Ellis Healthcare REIT II, Inc. • July 7th, 2011 • Real estate investment trusts • New York

This Open-End Mortgage, Assignment of Rents, Security Agreement and Fixture Filing (this “Mortgage”) is dated June 23, 2011 but made effective as of June 30, 2011, by G&E HC REIT II Tucker House SNF, L.P., a Delaware limited partnership (“Mortgagor”), whose address is c/o Grubb & Ellis Healthcare REIT II, Inc., 1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705, in favor of (a) Grubb & Ellis Healthcare REIT II Holdings, LP, a Delaware limited partnership (“Borrower”), as mortgagee and also as assignor, whose address is c/o Grubb & Ellis Healthcare REIT II, Inc., 1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705 and (b) KeyBank National Association, as Agent, its successors and assigns (“Mortgagee”), as mortgagee and also as assignee, whose address is Mailcode WA-31-13-2313, 1301 5th Avenue, 23rd Floor, Seattle, Washington 98101.

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GRIFFIN-AMERICAN HEALTHCARE REIT II HOLDINGS, LP
Griffin-American Healthcare REIT II, Inc. • August 13th, 2014 • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GRIFFIN-AMERICAN HEALTHCARE REIT II HOLDINGS, LP (this “Agreement”), dated as of April 26, 2014, is entered into by and among Griffin-American Healthcare REIT II, Inc., a Maryland corporation, as general partner (the “General Partner”), and those Persons who have executed this Agreement or a counterpart hereof, or who become parties hereto pursuant to the terms of this Agreement.

DEED
Grubb & Ellis Healthcare REIT II, Inc. • July 11th, 2011 • Real estate investment trusts

THIS INDENTURE is executed the 29th day of June, in the year two thousand and eleven (2011), and effective as of 11:59 p.m. on the 30th day of June, in the year two thousand and eleven (2011), between CLIVEDEN-MAPLEWOOD CONVALESCENT CENTERS, INC., a Pennsylvania nonprofit corporation (hereinafter called the “Grantor”), of the one part, and G&E HC REIT II MAPLEWOOD MANOR SNF, L.P., a Delaware limited partnership (hereinafter called the “Grantee”), of the other part.

Purchase and Sale Agreement (Jersey City)
Purchase and Sale Agreement and Escrow Instructions • April 26th, 2011 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts • New Jersey

THIS PURCHASE AND SALE AGREEMENT and ESCROW INSTRUCTIONS (this “Agreement”) is entered into as of this 20th day of April, 2011 (the “Effective Date”), by and among Jersey City Medical Complex, LLC, a Delaware limited liability company (“Seller”); G&E HC REIT II Jersey City MOB, LLC, a Delaware limited liability company (“Buyer”); and Chicago Title Insurance Company (“Escrow Agent”).

OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING by G&E HC REIT II ST. VINCENT CLEVELAND MOB, LLC, a Delaware limited liability company, as Mortgagor,
Grubb & Ellis Healthcare REIT II, Inc. • September 20th, 2010 • Real estate investment trusts • Ohio

This Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (this “Mortgage”), is made as of the 15th day of September, 2010, by G&E HC REIT II ST. VINCENT CLEVELAND MOB, LLC, a Delaware limited liability company (“Mortgagor”), whose address is c/o Grubb & Ellis Equity Advisors, LLC, 1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705, to BANK OF AMERICA, N.A., a national banking association, as administrative agent (“Administrative Agent”) under a Credit Agreement of even date among Borrower (as defined below), Bank of America, N.A., and the other lending institutions which become parties to the Credit Agreement (Bank of America, N.A. and the other lending institutions which become parties to the Credit Agreement are collectively referred to as “Lenders” and individually as "Lender”).

FIRST AMENDMENT TO OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING
Security Agreement and Fixture Filing • May 6th, 2011 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Amendment”), is made as of this 4th day of May, 2011, by and between G&E HC REIT II ST. VINCENT CLEVELAND MOB, LLC, a Delaware limited liability company (“Mortgagor”), and BANK OF AMERICA, N.A., a national banking association, as agent (“Administrative Agent”), under a Credit Agreement dated as of July 19, 2010 (as amended from time to time, the “Credit Agreement”) among Mortgagor, each other party which is or becomes a borrower under the Credit Agreement each of whom with Mortgagor are referred to herein individually and collectively as “Borrower”, Administrative Agent and the other lending institutions which become parties to the Credit Agreement (Bank of America, N.A. and the other lending institutions which become parties to the Credit Agreement are collectively referred to as "Lenders” and individually as “Lender”; and Administrative Agent, in such capacity as ag

DEED OF TRUST MODIFICATION AGREEMENT
Deed of Trust Modification Agreement • June 1st, 2011 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts

THIS DEED OF TRUST MODIFICATION AGREEMENT (“Agreement") is made as of May 26, 2011, between KEYBANK NATIONAL ASSOCIATION, a national banking association (“Beneficiary") and G&E HC REIT II MIDLOTHIAN SNF, LLC, a Delaware limited liability company (“Grantor”) with respect to that certain Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated September 16, 2010, recorded in Book , Page under Recording Number , records of Chesterfield County, Virginia (the “Deed of Trust") encumbering the real property legally described on Exhibit A hereto.

REVOLVING NOTE
Revolving Note • June 6th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts

FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to COMERICA BANK, or its registered assigns (the “Lender”), in accordance with the terms and conditions of the Credit Agreement (as hereinafter defined), the principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”), dated as of June 5, 2012 by and among the Borrower, the Guarantors, the Lenders identified therein and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

SCHEDULE “A” SCHEDULE “B” SCHEDULE “C” SCHEDULE “D” SCHEDULE “E” SCHEDULE “F” SCHEDULE “G” SCHEDULE “H” SCHEDULE “I” SCHEDULE “J” PREMISES ENVIRONMENTAL REPORTS FORM OF LETTER OF CREDIT DEFINITIONS LICENSED BED CAPACITY FORM OF GUARANTY FORM OF...
Master Lease • January 17th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts

THIS MASTER LEASE (the “Lease”) is made as of the 10th day of January 2012, (the “Effective Date”) between (x) (i) G&E HC REIT II Rockdale SNF, LLC (“Rockdale Landlord”), (ii) G&E HC REIT II Mobile SNF, LLC (“Sea Breeze Landlord”), (iii) G&E HC REIT II Buckhead SNF, LLC (“Buckhead Landlord”), (iv) G&E HC REIT II Shreveport SNF, LLC (“Shreveport Landlord”), (v) G&E HC REIT II Gainesville SNF, LLC (“Bell Minor Landlord”), (vi) G&E HC REIT II Westminster SNF, LLC (“Westminster Landlord”), (vii) G&E HC REIT II Memphis SNF, LLC (“Parkway Landlord”), (viii) G&E HC REIT II Millington SNF, LLC (“Millington Landlord”), (ix) G&E HC REIT II Covington SNF, LLC (“Riverside Landlord”) (individually and collectively, “Landlord”), and (y) Warsaw Road, L.P., a Georgia limited partnership (“Tenant”).

GRIFFIN-AMERICAN HEALTHCARE REIT II, INC. UP TO $1,650,000,000 IN SHARES OF COMMON STOCK DEALER MANAGER AGREEMENT November 28, 2012
Participating Dealer Agreement • November 29th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts • California

Griffin-American Healthcare REIT II, Inc., a Maryland corporation (the “Company”), registered $1,650,000,000 in shares of its common stock, $.01 par value per share (the “Shares”), for sale to the public (the “Offering”), of which (i) $1,500,000,000 in Shares are being offered pursuant to the primary offering and (ii) $150,000,000 in Shares are being offered pursuant to the Company’s distribution reinvestment plan (the “DRIP”) (SEC File No. 333-181928). The Company reserves the right to reallocate the Shares being offered between the primary offering and the DRIP. Except as described in the Prospectus (as defined below) or in Section 5.1 hereof, the Shares are to be sold pursuant to the primary offering for a cash price of $10.22 per Share and the Shares are to be sold pursuant to the DRIP for $9.71 per Share.

REAL ESTATE PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
Real Estate Purchase Agreement and Escrow Instructions • February 12th, 2010 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts • Louisiana

THIS REAL ESTATE PURCHASE AGREEMENT and ESCROW INSTRUCTIONS (this “Agreement”) is entered into as of this 8th day of February, 2010 (the “Effective Date”), by and between CC Lacombe, LLC, a Georgia limited liability company (“Seller”); G&E HC REIT II Lacombe MOB, LLC, a Delaware limited liability company, its successors and assigns (“Buyer”); and First American Title Insurance Company (“Escrow Agent”).

Lea Ann T. Groesser, Esq. Brownstein Hyatt & Farber, P.C. 410 Seventeenth Street TO BE RECORDED IN THE DEED OF TRUST RECORDS OF DOUGLAS COUNTY, COLORADO
Deed of Trust and Security Agreement • May 6th, 2010 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts • Colorado

THIS DEED OF TRUST AND SECURITY AGREEMENT (this “Deed of Trust”) is entered into by HRMED LLC, a Colorado limited liability company, as Grantor (“Grantor”), whose address is do Gibbons-White Incorporated, 2305 Canyon Boulevard, Suite 200, Boulder, Colorado 80302, to THE PUBLIC TRUSTEE IN AND FOR DOUGLAS COUNTY, COLORADO (“Trustee”), whose address is 301 Wilcox Street, Castle Rock, Colorado 80104, for the benefit of COLUMN FINANCIAL, INC., a Delaware corporation, as Beneficiary (“Beneficiary”), whose address is 11 Madison Avenue, 5th Floor, New York, New York 10010-3629, Attn: Edmund Taylor.

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BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT (Buckhead)
Sale and Assignment • January 17th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts

THIS BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT (this “Assignment”) is made as of the 10th day of January, 2012 by Powder Springs Road Associates, L.P. and Pharr Court Associates, L.P., each a Georgia limited partnership (“Assignor”), in favor of G&E HC REIT II Buckhead SNF, LLC, a Delaware limited liability company (“Assignee”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in that certain Purchase and Sale Agreement dated as of September 29, 2011 to which Assignor and G&E HC REIT II Southeastern SNF Portfolio, LLC (“Contract Purchaser”), among others, are parties (the “Purchase Agreement”), which Purchase Agreement has been partially assigned by Contract Purchaser to Assignee with respect to the Facility commonly known as Nurse Care of Buckhead located at 2920 Pharr Rd. South, Atlanta, GA (the “Buckhead Facility”).

BILL OF SALE, ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS
Assignment and Assumption of Leases and Contracts • June 1st, 2011 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts

THIS BILL OF SALE, ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS (this “Bill of Sale and Assignment”) is made as of the 26th day of May, 2011 by and between BRYANT MOB MEDICAL COMPLEX, LLC, a Delaware limited liability company (“Assignor”), and G&E HC REIT II BRYANT MOB, LLC, a Delaware limited liability company (“Assignee”).

SPECIAL WARRANTY DEED
Grubb & Ellis Healthcare REIT II, Inc. • July 11th, 2011 • Real estate investment trusts

THIS INDENTURE is executed the 29th day of June, in the year two thousand and eleven (2011), and effective as of 11:59 p.m. on the 30th day of June, in the year two thousand and eleven (2011), between PHILADELPHIA AUTHORITY FOR INDUSTRIAL DEVELOPMENT, a body corporate and politic organized and existing under the laws of the Commonwealth of Pennsylvania, and CLIVEDEN-MAPLEWOOD CONVALESCENT CENTERS, INC., a Pennsylvania nonprofit corporation (hereinafter collectively called the “Grantor”), of the one part, and G&E HC REIT II CLIVEDEN SNF, L.P., a Delaware limited partnership (hereinafter called the “Grantee”), of the other part.

Contract
Grubb & Ellis Healthcare REIT II, Inc. • May 18th, 2011 • Real estate investment trusts • Illinois

THIS DOCUMENT PREPARED WITH THE ASSISTANCE OF AN ATTORNEY LICENSED IN NEW MEXICO, AND AFTER RECORDING SHOULD BE RETURNED TO:

The Guaranty of GRUBB & ELLIS HEALTHCARE REIT II, INC. follows this cover page.]
Guaranty • December 15th, 2010 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts • Texas

This GUARANTY (“Guaranty”) is effective as of December 9, 2010 by GRUBB & ELLIS HEALTHCARE REIT II, INC., a Maryland corporation (“Guarantor”), for the benefit of AMERICAN MOMENTUM BANK (“Lender”).

MASTER AGREEMENT
Master Agreement • January 4th, 2011 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts
AMENDED AND RESTATED ADVISORY AGREEMENT
Amended and Restated Advisory Agreement • June 1st, 2010 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts • Maryland

THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of June 1, 2010 (the “Effective Date”), is by and among GRUBB & ELLIS HEALTHCARE REIT II, INC., a Maryland corporation (the “Company”), GRUBB & ELLIS HEALTHCARE REIT II HOLDINGS, LP, a Delaware limited partnership (the “Partnership”), GRUBB & ELLIS HEALTHCARE REIT II ADVISOR, LLC, a Delaware limited liability company (the “Advisor”).

GRUBB & ELLIS HEALTHCARE REIT II, INC. UP TO 330,000,000 SHARES OF COMMON STOCK DEALER MANAGER AGREEMENT June 22, 2009
Dealer Agreement • June 23rd, 2009 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts • California

Grubb & Ellis Healthcare REIT II, Inc., a Maryland corporation (the “Company”), is registering $3,285,000,000 in shares of its common stock, $.01 par value per share (the “Shares”), for sale to the public (the “Offering”), of which (i) $3,000,000,000 in Shares are intended to be offered pursuant to the primary offering and (ii) $285,000,000 in Shares are intended to be offered pursuant to the Company’s distribution reinvestment plan (the “DRIP”). The Company reserves the right to reallocate the Shares being offered between the primary offering and the DRIP. Except as described in the Prospectus (as defined below) or in Section 5.1 hereof, the Shares are to be sold pursuant to the primary offering for a cash price of $10.00 per Share and the Shares are to be sold pursuant to the DRIP for $9.50 per Share.

LIMITED WARRANTY DEED
Griffin-American Healthcare REIT II, Inc. • January 17th, 2012 • Real estate investment trusts

THIS INDENTURE, made and entered into as of the 10th day of January, 2012, by and between McGEE ROAD ASSOCIATES, L.P., a Georgia limited partnership, whose address is 20 Mansell Court East, Suite 200, Roswell, Georgia 30076 (hereinafter referred to as “Grantor”), and G&E HC REIT II SNELLVILLE SNF, LLC, a Delaware limited liability company, whose address is c/o Grubb & Ellis Healthcare REIT II, Inc., 1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705, Attn: Danny Prosky, President and COO (hereinafter referred to as “Grantee”) (the words “Grantor” and “Grantee” to include their respective heirs, legal representatives, successors and assigns where the context requires or permits);

LOAN AGREEMENT
Loan Agreement • December 15th, 2010 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts • Texas

This LOAN AGREEMENT (“Agreement”) is effective as of the 9th day of DECEMBER, 2010 by and between G & E HC REIT II SURGICAL HOSPITAL OF HUMBLE, LLC, a Delaware limited liability company (“Borrower”), whose address is 1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705, and AMERICAN MOMENTUM BANK (“Lender”), whose address is One Momentum Boulevard, College Station, Texas 77845, Attention: KEVIN S. KURTZ.

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
Purchase and Sale Agreement and Escrow Instructions • May 10th, 2011 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Second Amendment”) is made and entered into as of this 4th day of May, 2011 by and between HOME HEALTH MEDICAL COMPLEX, LLC, a Delaware limited liability company (“Seller”); and G&E HC REIT II BENTON HOME HEALTH MOB, LLC, a Delaware limited liability company, its successors and assigns (“Buyer”).

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