0001299933-11-001670 Sample Contracts

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.

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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”).

REINSTATEMENT OF AND THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
Purchase and Sale Agreement and Escrow Instructions • June 1st, 2011 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts

THIS REINSTATEMENT OF AND THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Third Amendment”) is made and entered into as of this 26th day of May, 2011 by and between BRYANT MOB MEDICAL COMPLEX, LLC, a Delaware limited liability company (“Seller”); and G&E HC REIT II BRYANT MOB, LLC, a Delaware limited liability company, its successors and assigns (“Buyer”).

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 MEDICAL PARK PLACE MEDICAL COMPLEX, LLC, a Delaware limited liability company (“Assignor”), and G&E HC REIT II BENTON MEDICAL PLAZA I & II MOB, LLC, a Delaware limited liability company (“Assignee”).

ADDITIONAL ADVANCE AGREEMENT
Additional Advance Agreement • June 1st, 2011 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts

THIS ADDITIONAL ADVANCE AGREEMENT (“Agreement”) is entered into as of May 26, 2011, by KEYBANK NATIONAL ASSOCIATION, a national banking association (“Lender”) and GRUBB & ELLIS HEALTHCARE REIT II, INC., a Maryland corporation (“GB REIT”), G&E HC REIT II BASTIAN SNF, LLC, a Delaware limited liability company, G&E HC REIT II CHARLOTTESVILLE SNF, LLC, a Delaware limited liability company, G&E HC REIT II LEBANON SNF, LLC, a Delaware limited liability company, G&E HC REIT II LOW MOOR SNF, LLC, a Delaware limited liability company, G&E HC REIT II MIDLOTHIAN SNF, LLC, a Delaware limited liability company (each, a “Subsidiary” and together, the “Subsidiaries”). GB REIT and the Subsidiaries are also referred to in this Agreement individually as a “Borrower” and collectively as “Borrowers.”

REINSTATEMENT OF AND THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
Purchase and Sale Agreement and Escrow Instructions • June 1st, 2011 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts

THIS REINSTATEMENT OF AND THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Third Amendment”) is made and entered into as of this 26th day of May, 2011 by and between MEDICAL PARK PLACE MEDICAL COMPLEX, LLC, a Delaware limited liability company (“Seller”); and G&E HC REIT II BENTON MEDICAL PLAZA I & II MOB, LLC, a Delaware limited liability company, its successors and assigns (“Buyer”).

REINSTATEMENT OF AND THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
Purchase and Sale Agreement and Escrow Instructions • June 1st, 2011 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts

THIS REINSTATEMENT OF AND THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Third Amendment”) is made and entered into as of this 26th day of May, 2011 by and between JERSEY CITY MEDICAL COMPLEX, LLC, a Delaware limited liability company (“Seller”); and G&E HC REIT II JERSEY CITY MOB, LLC, a Delaware limited liability company, its successors and assigns (“Buyer”).

DEED OF TRUST MODIFICATION AGREEMENT
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 CHARLOTTESVILLE 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 3930, Pg. 404-434, Recording Number 006291270030, records of Albemarle County, Virginia (the “Deed of Trust") encumbering the real property legally described on Exhibit A hereto.

REINSTATEMENT OF AND THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
Purchase and Sale Agreement and Escrow Instructions • June 1st, 2011 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts

THIS REINSTATEMENT OF AND THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Third Amendment”) is made and entered into as of this 26th 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”).

ASSIGNMENT AND ASSUMPTION OF GROUND LEASE
Assignment and Assumption of Ground Lease • June 1st, 2011 • Grubb & Ellis Healthcare REIT II, Inc. • Real estate investment trusts • New Jersey

THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE (“Assignment”) is dated as of May 26th, 2011 (“Effective Date”), by and between JERSEY CITY MEDICAL COMPLEX, LLC, a Delaware limited liability company, having an address of 839 North Jefferson Street, Suite 600, Milwaukee, Wisconsin 53202 (“Assignor”) and G&E HC REIT II JERSEY CITY MOB, LLC, a Delaware limited liability company, having an address of 1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705 (“Assignee”);

BILL OF SALE, ASSIGNMENT AND ASSUMPTION OF LEASE AND CONTRACTS
Assignment and Assumption of Lease 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 HOME HEALTH MEDICAL COMPLEX, LLC, a Delaware limited liability company (“Assignor”), and G&E HC REIT II BENTON HOME HEALTH MOB, LLC, a Delaware limited liability company (“Assignee”).

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