0001299933-12-000110 Sample Contracts

BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT (Westminster)
Blanket Conveyance, Bill of 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”).

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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”).

BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT (Buckhead)
Blanket Conveyance, Bill of 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”).

LIMITED WARRANTY DEED
Limited Warranty Deed • January 17th, 2012 • Griffin-American Healthcare REIT II, Inc. • 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);

ALLONGE TO SECURITY DEED NOTE (Riverside)
Allonge to Security Deed Note • January 17th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts

This Allonge to Security Deed Note (“Allonge”) is made as of this 10th day of January, 2012, by and G&E HC REIT II Covington SNF, LLC, a Delaware limited liability company (“Borrower”) to Capital Funding, LLC (“Lender”).

PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
Partial Assignment and Assumption of Purchase and Sale Agreement • January 17th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts

THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Assignment”) is entered into as of this 10th day of January, 2012 (the “Effective Date”), by and between G&E HC REIT II SOUTHEASTERN SNF PORTFOLIO, LLC, a Delaware limited liability company (“Assignor”) and G&E HC REIT II MEMPHIS SNF, LLC, a Delaware limited liability company (“Assignee”).

LEASE GUARANTY
Lease Guaranty • January 17th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts

THIS LEASE GUARANTY (“Guaranty”) is made effective as of January 10, 2012, (the “Effective Date”) by each of Wellington Healthcare Services, L.P., a Georgia limited partnership (“Parent Guarantor”), and Bombay Lane, L.P., a Georgia limited partnership (“Bombay Guarantor”) (Parent Guarantor and Bombay Guarantor are individually and collectively, as the context may require, referred to herein as “Guarantor”), whose office address is 20 Mansell Court East, Suite 200, Roswell, Georgia 30076, in favor of G&E HC REIT II Snellville SNF, LLC (“Landlord”). Landlord’s office address is c/o Grubb & Ellis Healthcare REIT II, Inc., 1551 N. Tustin Avenue, Suite 300, Santa Ana, California 97205.

ALLONGE TO SECURITY DEED NOTE (Rockdale)
Allonge to Security Deed Note • January 17th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts

This Allonge to Security Deed Note (“Allonge”) is made as of this 10th day of January, 2012, by and G&E HC REIT II Rockdale SNF, LLC, a Delaware limited liability company (“Borrower”) to Capital Funding, LLC (“Lender”).

Contract
Special Warranty Deed • January 17th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts

This instrument prepared by: Jody L. Spencer, Esq. Rogers & Hardin LLP 2700 International Tower 229 Peachtree Street, N.E. Atlanta, Georgia 30303

LEASE GUARANTY
Lease Guaranty • January 17th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts

THIS LEASE GUARANTY (“Guaranty”) is made effective as of January 10, 2012, (the “Effective Date”) by each of Wellington Healthcare Services, L.P., a Georgia limited partnership (“Parent Guarantor”), and Bombay Lane, L.P., a Georgia limited partnership (“Bombay Guarantor”) (Parent Guarantor and Bombay Guarantor are individually and collectively, as the context may require, referred to herein as “Guarantor”), whose office address is 20 Mansell Court East, Suite 200, Roswell, Georgia 30076, in favor of the following parties (individually and collectively, “Landlord”): 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 Land

Contract
Special Warranty Deed • January 17th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts

This instrument prepared by: Jody L. Spencer, Esq. Rogers & Hardin LLP 2700 International Tower 229 Peachtree Street, N.E. Atlanta, Georgia 30303

LEASE GUARANTY (Subtenants)
Lease Guaranty • January 17th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts

THIS LEASE GUARANTY (“Guaranty”) is made effective as of January 10, 2012, (the “Effective Date”) by and among the following parties (individually and collectively, “Guarantor”): (i) LTC Consulting, L.P. (“Rockdale Subtenant”), (ii) Congress Street Partners, L.P. (“Sea Breeze Subtenant”), (iii) Pharr Court Associates, L.P. (“Buckhead Subtenant”), (iv) Irving Place Associates, L.P. (“Shreveport Subtenant”), (v) Hamilton Mill Associates, L.P. (“Bell Minor Subtenant”), (vi) Facility Investments, L.P. (“Westminster Subtenant”), (vii) South Parkway Associates, L.P. (“Parkway Subtenant”), (viii) Wellington Healthcare Properties, L.P. (“Millington Subtenant”), (ix) Riverside Healthcare, L.P. (“Riverside Subtenant”), and (x) England Associates, L.P. (“New London Tenant”), each a Georgia limited partnership, in favor of the following parties (individually and collectively, “Landlord”): (i) G&E HC REIT II Rockdale SNF, LLC (“Rockdale Landlord”), (ii) G&E HC REIT II Mobile SNF, LLC (“Sea Breeze L

PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
Partial Assignment and Assumption of Purchase and Sale Agreement • January 17th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts

THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Assignment”) is entered into as of this 10th day of January, 2012 (the “Effective Date”), by and between G&E HC REIT II SOUTHEASTERN SNF PORTFOLIO, LLC, a Delaware limited liability company (“Assignor”), and G&E HC REIT II SNELLVILLE SNF, LLC, a Delaware limited liability company (“Assignee”).

PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
Partial Assignment and Assumption of Purchase and Sale Agreement • January 17th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts

THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Assignment”) is entered into as of this 10th day of January, 2012 (the “Effective Date”), by and between G&E HC REIT II SOUTHEASTERN SNF PORTFOLIO, LLC, a Delaware limited liability company (“Assignor”) and G&E HC REIT II GAINESVILLE SNF, LLC, a Delaware limited liability company (“Assignee”).

PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
Partial Assignment and Assumption of Purchase and Sale Agreement • January 17th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts

THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Assignment”) is entered into as of this 10th day of January, 2012 (the “Effective Date”), by and between G&E HC REIT II SOUTHEASTERN SNF PORTFOLIO, LLC, a Delaware limited liability company (“Assignor”) and G&E HC REIT II MOBILE SNF, LLC, a Delaware limited liability company (“Assignee”).

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

THIS INDENTURE, made and entered into as of the 10th day of January, 2012, by and between FALLIGANT AVENUE 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 ROCKDALE 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);

ALLONGE TO SECURITY DEED NOTE (Bell Minor)
Allonge to Security Deed Note • January 17th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts

This Allonge to Security Deed Note (“Allonge”) is made as of this 10th day of January, 2012, by and G&E HC REIT II Gainesville SNF, LLC, a Delaware limited liability company (“Borrower”) to Capital Funding, LLC (“Lender”).

PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
Partial Assignment and Assumption of Purchase and Sale Agreement • January 17th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts

THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Assignment”) is entered into as of this 10th day of January, 2012 (the “Effective Date”), by and between G&E HC REIT II SOUTHEASTERN SNF PORTFOLIO, LLC, a Delaware limited liability company (“Assignor”) and G&E HC REIT II SHREVEPORT SNF, LLC, a Delaware limited liability company (“Assignee”).

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

THIS OPERATING LEASE (the “Lease”) is made as of the 10th day of January, 2012, (the “Effective Date”) between G&E HC REIT II Snellville SNF, LLC, a Delaware limited liability company (“Landlord”), and England Associates, L.P., a Georgia limited partnership (“Tenant”).

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PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
Partial Assignment and Assumption of Purchase and Sale Agreement • January 17th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts

THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Assignment”) is entered into as of this 10th day of January, 2012 (the “Effective Date”), by and between G&E HC REIT II SOUTHEASTERN SNF PORTFOLIO, LLC, a Delaware limited liability company (“Assignor”), and G&E HC REIT II ROCKDALE SNF, LLC, a Delaware limited liability company (“Assignee”).

PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
Partial Assignment and Assumption of Purchase and Sale Agreement • January 17th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts

THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Assignment”) is entered into as of this 10th day of January, 2012 (the “Effective Date”), by and between G&E HC REIT II SOUTHEASTERN SNF PORTFOLIO, LLC, a Delaware limited liability company (“Assignor”) and G&E HC REIT II WESTMINSTER SNF, LLC, a Delaware limited liability company (“Assignee”).

PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
Partial Assignment and Assumption of Purchase and Sale Agreement • January 17th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts

THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Assignment”) is entered into as of this 10th day of January, 2012 (the “Effective Date”), by and between G&E HC REIT II SOUTHEASTERN SNF PORTFOLIO, LLC, a Delaware limited liability company (“Assignor”) and G&E HC REIT II BUCKHEAD SNF, LLC, a Delaware limited liability company (“Assignee”).

ALLONGE TO SECURITY DEED NOTE (Westminster)
Allonge to Security Deed Note • January 17th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts

This Allonge to Security Deed Note (“Allonge”) is made as of this 10th day of January, 2012, by and G&E HC REIT II Westminster SNF, LLC, a Delaware limited liability company (“Borrower”) to Capital Funding, LLC (“Lender”).

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

THIS INDENTURE, made and entered into as of the 10th day of January, 2012, by and between SAN ALEJANDRO 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 GAINESVILLE 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);

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

THIS INDENTURE, made and entered into as of the 10th day of January, 2012, by and between POWDER SPRINGS 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 BUCKHEAD 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);

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

THIS INDENTURE, made and entered into as of the 10th day of January, 2012, by and between SAN CARLOS 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 WESTMINSTER 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);

PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
Partial Assignment and Assumption of Purchase and Sale Agreement • January 17th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts

THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Assignment”) is entered into as of this 10th day of January, 2012 (the “Effective Date”), by and between G&E HC REIT II SOUTHEASTERN SNF PORTFOLIO, LLC, a Delaware limited liability company (“Assignor”) and G&E HC REIT II COVINGTON SNF, LLC, a Delaware limited liability company (“Assignee”).

PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
Partial Assignment and Assumption of Purchase and Sale Agreement • January 17th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts

THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Assignment”) is entered into as of this 10th day of January, 2012 (the “Effective Date”), by and between G&E HC REIT II SOUTHEASTERN SNF PORTFOLIO, LLC, a Delaware limited liability company (“Assignor”) and G&E HC REIT II MILLINGTON SNF, LLC, a Delaware limited liability company (“Assignee”).

January 10, 2012
Purchase and Sale Agreement • January 17th, 2012 • Griffin-American Healthcare REIT II, Inc. • Real estate investment trusts

RE: Purchase and Sale Agreement dated as of September 29, 2011 by and among the Sellers identified in the signature blocks below, Wellington Healthcare Services, L.P. and G&E HC REIT II Southeastern SNF Portfolio, LLC (the “Purchase and Sale Agreement”; capitalized terms used herein have the same meanings as set forth in the Purchase and Sale Agreement)

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