DEED OF TRUST, ASSIGNMENT, SECURITY AGREEMENT AND FIXTURE FILING

DEED OF TRUST, ASSIGNMENT,
SECURITY AGREEMENT AND
FIXTURE FILING

by

G&E HEALTHCARE REIT 5995 PLAZA DRIVE, LLC, a Delaware limited liability company, as Grantor,
to

TRSTE, INC.,
a Virginia corporation,
as Trustee

in favor of

WACHOVIA FINANCIAL SERVICES, INC.,
a North Carolina corporation,
as Beneficiary

This document serves as a Fixture Filing under the California Uniform Commercial Code.

1

Grantor’s Organizational Identification Number is 4541648.
Deed of Trust, Assignment, Security Agreement and Fixture Filing

This Deed of Trust, Assignment, Security Agreement and Fixture Filing is made as of the 24th day of June, 2008, by G&E HEALTHCARE REIT 5995 PLAZA DRIVE, LLC, a Delaware limited liability company (“ Grantor ”), whose address is c/o Grubb & Ellis Realty Investors, LLC, 1551 N. Tustin Avenue, Suite 300, Santa Ana, California 92705, to TRSTE, INC., a Virginia corporation (“ Initial Trustee ”), whose address is 301 South Tryon Street, Charlotte, North Carolina 28282, for the benefit of WACHOVIA FINANCIAL SERVICES, INC., a North Carolina corporation, as administrative agent as described below (in such capacity, along with its successors and assigns, " Beneficiary ”), whose address is Wachovia Financial Services, Inc., Real Estate Financial Services, General Banking Group, Mail Code: CA 6233, 15750 Alton Parkway, Irvine, California 92618. Beneficiary is acting as the agent for itself and all other “Lenders” now or hereafter existing under that certain Loan Agreement of even date herewith (the “ Loan Agreement ”) between G&E Healthcare REIT Medical Portfolio 2, LLC, a Delaware limited liability company, G&E Healthcare REIT Epler Parke Building B, LLC, a Delaware limited liability company, G&E Healthcare REIT Academy, LLC, a Delaware limited liability company, and G&E Healthcare REIT Nutfield Professional Center, LLC, a Delaware limited liability company, and Grantor, collectively as “Borrower” (collectively, " Borrower ”), Beneficiary as “Administrative Agent” and the “Lenders” described therein. As used herein, the term “ Lenders ” shall have the meaning that is given such term in the Loan Agreement.

Recitals

Grantor has requested that Lenders make the Loan (as hereinafter defined) to Borrower. As a condition precedent to making the Loan, Lenders have required that Grantor execute and deliver this Deed of Trust, Assignment, Security Agreement and Fixture Filing to Trustee for the benefit of Beneficiary (as agent for Lenders).

Grants and Agreements

Now, therefore, in order to induce Lenders to make the Loan to Borrower, Grantor agrees as follows:

Article I

Definitions

As used in this Deed of Trust, the terms defined in the Preamble hereto shall have the respective meanings specified therein, and the following additional terms shall have the meanings specified:

" Accessories ” means all fixtures, equipment, systems, machinery, furniture, furnishings, appliances, inventory, goods, building and construction materials, supplies and other articles of personal property, of every kind and character, tangible and intangible (including software embedded therein), now owned or hereafter acquired by Grantor, which are now or hereafter attached to or situated in, on or about the Land or Improvements, or used in or necessary to the complete and proper planning, development, use, occupancy or operation thereof, or acquired (whether delivered to the Land or stored elsewhere) for use or installation in or on the Land or Improvements, and all Additions to the foregoing, all of which are hereby declared to be permanent accessions to the Land.

" Accelerating Transfer ” means any Transfer of all or any part of the Property, the legal or beneficial interest therein, or any membership interest in Grantor in violation of Section 5.2 of this Deed of Trust.

" Accounts ” means all accounts of Grantor, within the meaning of the Uniform Commercial Code of the State, derived from or arising out of the use, occupancy or enjoyment of the Property or for services rendered therein or thereon.

" Additional Deeds of Trust ” has the meaning set forth in the definition of “Obligations” set forth below.

" Additions ” means any and all alterations, additions, accessions and improvements to property, substitutions therefor, and renewals and replacements thereof.

" Claim ” means any liability, suit, action, claim, demand, loss, expense, penalty, fine, judgment or other cost of any kind or nature whatsoever, including fees, costs and expenses of attorneys, consultants, contractors and experts.

" Condemnation ” means any taking of title to, use of, or any other interest in the Property under the exercise of the power of condemnation or eminent domain, whether temporarily or permanently, by any Governmental Authority or by any other Person acting under or for the benefit of a Governmental Authority.

" Condemnation Awards ” means any and all judgments, awards of damages (including severance and consequential damages), payments, proceeds, settlements, amounts paid for a taking in lieu of Condemnation, or other compensation heretofore or hereafter made, including interest thereon, and the right to receive the same, as a result of, or in connection with, any Condemnation or threatened Condemnation.

" Contract of Sale ” means any contract for the sale of all or any part of the Property or any interest therein, whether now in existence or hereafter executed.

" Deed of Trust ” means this Deed of Trust, Assignment, Security Agreement and Fixture Filing, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified.

" Default ” means an event or circumstance which, with the giving of Notice or lapse of time, or both, would constitute an Event of Default under the provisions of this Deed of Trust.

" Design and Development Documents ” means, collectively, (a) all contracts for services to be rendered, work to be performed or materials to be supplied in the development of the Land or the construction or repair of Improvements, if any; (b) all plans, drawings and specifications for the development of the Land or the construction or repair of Improvements, if any; (c) all permits, licenses, variances and other rights or approvals issued by or obtained from any Governmental Authority or other Person in connection with the development of the Land or the construction or repair of Improvements, if any; and (d) all amendments of or supplements to any of the foregoing.

" Encumbrance ” means any Lien, easement, right of way, roadway (public or private), condition, covenant or restriction (including any condition, covenant or restriction imposed in connection with any condominium development or cooperative housing development), Lease or other matter of any nature that would affect title to the Property.

" Environmental Agreement ” means the Environmental Indemnity Agreement of even date herewith by and between Grantor and Guarantor in favor of Beneficiary and Lenders pertaining to the Property, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified. The Environmental Agreement is one of the Loan Documents, but this Deed of Trust does not secure the obligations of Grantor or Guarantor under the Environmental Agreement or any other “Environmental Indemnity” as defined in the Loan Agreement.

" Event of Default ” means an event or circumstance specified in Article VI and the continuance of such event or circumstance beyond the applicable grace and/or cure periods therefor, if any, set forth in Article VI .

" Expenses ” means all fees, charges, costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after an Event of Default) by Beneficiary, Lenders or Trustee in making, funding, administering or modifying the Loan, in negotiating or entering into any “workout” of the Loan, or in exercising or enforcing any rights, powers and remedies provided in this Deed of Trust, any Swap Contract or any of the other Loan Documents, including reasonable attorneys’ fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Property.

" Governmental Authority ” means any governmental or quasi-governmental entity, including any court, department, commission, board, bureau, agency, administration, service, district or other instrumentality of any governmental entity.

" Guarantor ” means Grubb & Ellis Healthcare REIT, Inc., a Maryland corporation.

" Improvements ” means all buildings, structures and other improvements now or hereafter existing, erected or placed on the Land, together with any off-site improvements owned by Grantor in any way used or to be used in connection with the use, enjoyment, occupancy or operation of the Land.

" Insurance Proceeds ” means the insurance claims under and the proceeds of any and all policies of insurance covering the Property or any part thereof, including all returned and unearned premiums with respect to any insurance relating to such Property, in each case whether now or hereafter existing or arising.

" Land ” means the real property described in Exhibit A attached hereto and made a part hereof.

" Laws ” means all federal, state and local laws, statutes, rules, ordinances, regulations, codes, licenses, authorizations, decisions, injunctions, interpretations, orders or decrees of any court or other Governmental Authority having jurisdiction as may be in effect from time to time.

" Leases ” means all leases, license agreements and other occupancy or use agreements (whether oral or written), now or hereafter existing, which cover or relate to the Property or any part thereof, together with all options therefor, amendments thereto and renewals, modifications and guaranties thereof, including any cash or security deposited under the Leases to secure performance by the tenants of their obligations under the Leases, whether such cash or security is to be held until the expiration of the terms of the Leases or applied to one or more of the installments of rent coming due thereunder.

" Letter of Credit ” means any letter of credit issued by Beneficiary or any Lender for the account of Grantor or its nominee in connection with the Property, together with any and all extensions, renewals or modifications thereof, substitutions therefor or replacements thereof.

" Lien ” means any mortgage, deed of trust, pledge, security interest, assignment, judgment, lien or charge of any kind, including any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of, or agreement to give, any financing statement under the Uniform Commercial Code of any jurisdiction.

" Loan ” means the loan from Lenders to Grantor, the repayment obligations in connection with which are evidenced by the Notes.

" Loan Documents ” means this Deed of Trust, the Notes, the Repayment Guaranty, the Environmental Agreement, the Loan Agreement, any application or reimbursement agreement executed in connection with any Letter of Credit, and any and all other documents (other than any Swap Contracts) which Grantor, Guarantor or any other party or parties have executed and delivered, or may hereafter execute and deliver, to evidence, secure or guarantee the Obligations, or any part thereof, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified.

" Notes ” means, collectively, one or more promissory notes in the aggregate stated principal amount of Fifty Million Three Hundred Twenty-One Thousand Five Hundred and No/100 Dollars ($50,321,500.00) made by Grantor to the order of one or more Lenders pursuant to the Loan Agreement, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified.

" Notice ” means a notice, request, consent, demand or other communication given in accordance with the provisions of Section 9.8 of this Deed of Trust.

" Obligations ” means all present and future debts, obligations and liabilities of Grantor and each other Borrower to Beneficiary, Lenders and/or Trustee arising pursuant to, and/or on account of, the provisions of this Deed of Trust, any additional deeds of trust or mortgages now or hereafter made to secure the Loan (“ Additional Deeds of Trust ”), the Notes or any of the other Loan Documents, including the obligations: (a) to pay all principal, interest, late charges, prepayment premiums (if any) and other amounts due at any time under the Notes; (b) to pay all Expenses, indemnification payments, fees and other amounts due at any time under this Deed of Trust, any additional Deeds of Trust or any of the other Loan Documents, together with interest thereon as herein or therein provided; (c) to pay and perform all obligations of Grantor and each other Borrower under any Swap Contract; (d) to perform, observe and comply with all of the other terms, covenants and conditions, expressed or implied, which Grantor is required to perform, observe or comply with pursuant to this Deed of Trust, any Additional Deeds of Trust or any of the other Loan Documents; and (e) to pay and perform all future advances and other obligations that Grantor or any successor in ownership of all or part of the Property may agree to pay and/or perform (whether as principal, surety or guarantor) for the benefit of Beneficiary or Lenders, when a writing evidences the parties’ agreement that the advance or obligation be secured by this Deed of Trust; excluding , however , the debts, obligations and liabilities of Grantor under the Environmental Agreement (or any other Environmental Indemnity (as defined in the Loan Agreement)). This Deed of Trust does not secure the Environmental Agreement (or any other Environmental Indemnity (as defined in the Loan Agreement)), the Repayment Guaranty or any other Loan Document that is expressly stated to be unsecured.

" Permitted Encumbrances ” means (a) any matters set forth in any policy of title insurance issued to Beneficiary (as agent for Lenders) and insuring Beneficiary’s (as agent for Lenders) interest in the Property which are acceptable to Beneficiary as of the date hereof, (b) the Liens and interests of this Deed of Trust, and (c) any other Encumbrance that Beneficiary shall expressly approve in writing in its sole and absolute discretion.

" Person ” means an individual, a corporation, a partnership, a joint venture, a limited liability company, a trust, an unincorporated association, any Governmental Authority or any other entity.

" Personalty ” means all personal property of any kind or nature whatsoever, whether tangible or intangible and whether now owned or hereafter acquired, in which Grantor now has or hereafter acquires an interest and which is used in the construction of, or is placed upon, or is derived from or used in connection with the maintenance, use, occupancy or enjoyment of, the Property, including (a) the Accessories; (b) the Accounts; (c) all franchise, license, management or other agreements with respect to the operation of the Real Property or the business conducted therein (provided all of such agreements shall be subordinate to this Deed of Trust, and neither Beneficiary nor Lenders shall have any responsibility for the performance of Grantor’s obligations thereunder), all general intangibles (including payment intangibles, trademarks, trade names, goodwill, software and symbols, but excluding all of Grantor’s rights and interests under all Swap Contracts, including all rights to the payment of money from Beneficiary or Lenders (or their affiliates) under any Swap Contract) related to the Real Property or the operation thereof; (d) all sewer and water taps, appurtenant water stock or water rights, allocations and agreements for utilities, bonds, letters of credit, permits, certificates, licenses, guaranties, warranties, causes of action, judgments, Claims, profits, security deposits, utility deposits, and all rebates or refunds of fees, Taxes, assessments, charges or deposits paid to any Governmental Authority related to the Real Property or the operation thereof; (e) all insurance policies held by Grantor with respect to the Property or Grantor’s operation thereof; and (f) all money, instruments and documents (whether tangible or electronic) arising from or by virtue of any transactions related to the Property, and all deposits and deposit accounts of Grantor with Beneficiary or any Lender related to the Property, including any such deposit account from which Grantor may from time to time authorize Beneficiary or any Lender to debit and/or credit payments due with respect to the Loan; together with all Additions to and Proceeds of all of the foregoing.

" Proceeds ” when used with respect to any of the Property, means all proceeds of such Property, including all Insurance Proceeds and all other proceeds within the meaning of that term as defined in the Uniform Commercial Code of the State.

" Property ” means the Real Property and the Personalty and all other rights, interests and benefits of every kind and character which Grantor now has or hereafter acquires in, to or for the benefit of the Real Property and/or the Personalty and all other property and rights used or useful in connection therewith, including all Leases, all Rents, all Condemnation Awards, all Proceeds, and all of Grantor’s right, title and interest in and to all Design and Development Documents, all Contracts of Sale and all Refinancing Commitments.

" Property Assessments ” means all Taxes, payments in lieu of taxes, water rents, sewer rents, assessments, condominium and owner’s association assessments and charges, maintenance charges and other governmental or municipal or public or private dues, charges and levies and any Liens (including federal tax liens) which are or may be levied, imposed or assessed upon the Property or any part thereof, or upon any Leases or any Rents, whether levied directly or indirectly or as excise taxes, as income taxes, or otherwise.

" Real Property ” means the Land and Improvements, together with (a) all estates, title interests, title reversion rights, remainders, increases, issues, profits, rights-of-way or uses, additions, accretions, servitudes, strips, gaps, gores, liberties, privileges, water rights, water courses, alleys, passages, ways, vaults, licenses, tenements, franchises, hereditaments, appurtenances, easements, rights of ingress or egress, parking rights, timber, crops, mineral interests and other rights, now or hereafter owned by Grantor and belonging or appertaining to the Land or Improvements; (b) all Claims whatsoever of Grantor with respect to the Land or Improvements, either in law or in equity, in possession or in expectancy; (c) all estate, right, title and interest of Grantor in and to all streets, roads and public places, opened or proposed, now or hereafter adjoining or appertaining to the Land or Improvements; and (d) all options to purchase the Land or Improvements, or any portion thereof or interest therein, and any greater estate in the Land or Improvements, and all Additions to and Proceeds of the foregoing.

" Refinancing Commitment ” means any commitment from or other agreement with any Person providing for the financing of the Property, some or all of the proceeds of which are intended to be used for the repayment of all or a portion of the Loan.

" Rents ” means all of the rents, royalties, issues, profits, revenues, earnings, income and other benefits of the Property, or arising from the use or enjoyment of the Property, including all such amounts paid under or arising from any of the Leases and all fees, charges, accounts or other payments for the use or occupancy of rooms or other public facilities within the Real Property.

" Repayment Guaranty ” means the Repayment Guaranty of even date herewith executed by Guarantor for the benefit of Beneficiary and Lenders, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified.

" State ” means the state in which the Land is located.

" Swap Contract ” means any agreement, whether or not in writing, relating to any transaction that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, bond, note or bill option, interest rate option, forward foreign exchange transaction, interest cap, collar or floor transaction, currency swap, cross-currency rate swap, swap option, currency option or any other similar transaction (including any option to enter into the foregoing) or any combination of the foregoing, and, unless the context otherwise clearly requires, any form of master agreement published by the International Swaps and Derivatives Association, Inc., or any other master agreement, entered into between Beneficiary or Lenders (or their affiliates) and Grantor (or its affiliate) in connection with the Loan, together with any related schedules and confirmations, as amended, supplemented, superseded or replaced from time to time, relating to or governing any or all of the foregoing.

" Taxes ” means all taxes and assessments, whether general or special, ordinary or extraordinary, or foreseen or unforeseen, which at any time may be assessed, levied, confirmed or imposed by any Governmental Authority or any community facilities or other private district on Grantor or on any of its properties or assets or any part thereof or in respect of any of its franchises, businesses, income or profits.

" Transfer ” means any direct or indirect sale, assignment, conveyance or transfer, including any Contract of Sale and any other contract or agreement to sell, assign, convey or transfer, whether made voluntarily or by operation of Law or otherwise, and whether made with or without consideration.

" Trustee ” means the Initial Trustee or its successor in trust who may be acting under and pursuant to this Deed of Trust from time to time.

Article II

Granting Clauses; Condition of Grant

Section 2.1 Conveyances and Security Interests .

In order to secure the prompt payment and performance of the Obligations, Grantor (a) irrevocably and unconditionally grants, conveys, transfers and assigns to Trustee, in trust, for the benefit of Beneficiary (as agent for Lenders), with power of sale and right of entry and possession, all estate, right, title and interest that Grantor now has or may later acquire in and to the Real Property; (b) grants to Beneficiary (as agent for Lenders) a security interest in the Personalty; (c) assigns to Beneficiary (as agent for Lenders) , and grants to Beneficiary (as agent for Lenders) a security interest in, all Condemnation Awards and all Insurance Proceeds; and (d) assigns to Beneficiary (as agent for Lenders), and grants to Beneficiary (as agent for Lenders) a security interest in, all of Grantor’s right, title and interest in, but not any of Grantor’s obligations or liabilities under, all Design and Development Documents, all Contracts of Sale and all Refinancing Commitments. All Persons who may have or acquire an interest in all or any part of the Property will be deemed to have notice of, and will be bound by, the terms of the Obligations and each other agreement or instrument made or entered into in connection with each of the Obligations. Such terms include any provisions in the Notes, the Loan Agreement or any Swap Contract which provide that the interest rate on one or more of the Obligations may vary from time to time. Unless Administrative Agent and Required Lenders (as defined in the Loan Agreement) otherwise agree in writing, Grantor’s (or its affiliate’s, as the case may be) obligations under any Swap Contract shall continue to be secured by this Deed of Trust notwithstanding that the counterparty under such Swap Contract ceases to be a Lender (or an affiliate of a Lender) under the Loan Agreement.

Section 2.2 Absolute Assignment of Leases and Rents .

In consideration of the making of the Loan by Lenders to Grantor and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor absolutely and unconditionally assigns the Leases and Rents to Beneficiary (as agent for Lenders). This assignment is, and is intended to be, an unconditional, absolute and present assignment from Grantor to Beneficiary (as agent for Lenders) of all of Grantor’s right, title and interest in and to the Leases and the Rents and not an assignment in the nature of a pledge of the Leases and Rents or the mere grant of a security interest therein. So long as no Event of Default shall exist, however, and so long as Grantor is not in default in the performance of any obligation, covenant or agreement contained in the Leases, Grantor shall have a license (which license shall terminate automatically and without notice upon the occurrence of an Event of Default or a default by Grantor under the Leases) to collect, but not prior to accrual, all Rents. Grantor agrees to collect and hold all Rents in trust for Beneficiary (as agent for Lenders) and to use the Rents for the payment of the cost of operating and maintaining the Property and for the payment of the other Obligations before using the Rents for any other purpose.

Section 2.3 Security Agreement, Fixture Filing and Financing Statement .

This Deed of Trust creates a security interest in the Personalty, and, to the extent the Personalty is not real property, this Deed of Trust constitutes a security agreement from Grantor to Beneficiary (as agent for Lenders) under the Uniform Commercial Code of the State. In addition to all of its other rights under this Deed of Trust and otherwise, Beneficiary (as agent for Lenders) shall have all of the rights of a secured party under the Uniform Commercial Code of the State, as in effect from time to time, or under the Uniform Commercial Code in force from time to time in any other state to the extent the same is applicable Law. This Deed of Trust shall be effective as a financing statement filed as a fixture filing with respect to all fixtures included within the Property and is to be filed for record in the real estate records of each county where any part of the Property (including such fixtures) is situated. This Deed of Trust shall also be effective as a financing statement with respect to any other Property as to which a security interest may be perfected by the filing of a financing statement and may be filed as such in any appropriate filing or recording office. The respective mailing addresses of Grantor and Beneficiary are set forth in the opening paragraph of this Deed of Trust. A carbon, photographic or other reproduction of this Deed of Trust or any other financing statement relating to this Deed of Trust shall be sufficient as a financing statement for any of the purposes referred to in this Section. Grantor hereby irrevocably authorizes Beneficiary at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable Law, reasonably required by Beneficiary to establish or maintain the validity, perfection and priority of the security interests granted in this Deed of Trust. The foregoing authorization includes Grantor’s irrevocable authorization for Beneficiary at any time and from time to time to file any initial financing statements and amendments thereto that indicate the Personalty (a) as “all assets” of Grantor or words of similar effect, regardless of whether any particular asset comprised in the Personalty falls within the scope of the Uniform Commercial Code of the State or the jurisdiction where the initial financing statement or amendment is filed, or (b) as being of an equal or lesser scope or with greater detail.

Section 2.4 Reconveyance of Deed of Trust and Termination of Assignments and Financing Statements .

If and when Grantor has paid and performed all of the Obligations, and no further advances are to be made under the Loan Agreement, and all Swap Contracts have been terminated, Trustee, upon request by Beneficiary, will provide a reconveyance of the Property from the lien of this Deed of Trust and termination statements for filed financing statements, if any, to Grantor. Grantor shall be responsible for the recordation of such reconveyance and the payment of any recording and filing costs. Upon the recording of such reconveyance and the filing of such termination statements, the absolute assignments set forth in Section 2.2 shall automatically terminate and become null and void. Partial reconveyances of the Property from the lien of this Deed of Trust shall be made on the terms and subject to the conditions of the Loan Agreement. No partial reconveyance shall be sought, requested or required if any Event of Default has occurred which has not been cured.

Article III

Representations and Warranties

Grantor makes the following representations and warranties to Beneficiary and Lenders:

Section 3.1 Title to Real Property .

Grantor (a) owns fee simple title to the Real Property, (b) owns all of the beneficial and equitable interest in and to the Real Property, and (c) is lawfully seized and possessed of the Real Property. Grantor has the right and authority to convey the Real Property and does her