EX-10.28






BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT

(Parkway)




THIS BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT (this “Assignment”) is made as of
the 10th day of January, 2012 by Tennessee Property Associates, L.P. and South Parkway
Associates, L.P., each a Georgia limited partnership (“Assignor”), in favor of G&E HC REIT
II Memphis 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 Parkway Health and Rehabilitation Center
located at 200 South Parkway West, Memphis, TN (the “Parkway Facility”).



RECITALS




WHEREAS, in connection with the consummation of the transactions contemplated by the Purchase
Agreement, it is the desire of Assignor hereby to assign, transfer and convey to Assignee all of
Seller’s right, title and interest, if any, in and to the Personal Property, Permits, Goodwill and
Intellectual Property Rights, Plans, Warranties and Other Rights constituting Property To Be
Conveyed with respect to the Parkway Facility (collectively, the “Assigned Properties”);



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:



1. Assignment and Assumption of Assigned Properties. Assignor does hereby grant,
quitclaim, release and convey to Assignee and its successors and assigns, and Assignee does hereby
assume and accept, all of Assignor’s right, title and interest, if any, in and to the Assigned
Properties. Assignor agrees to perform all the terms, covenant and conditions to be observed or
performed by Assignor under the Assigned Properties to the extent accruing or arising prior to the
date of this Assignment.



2. Indemnification by Assignor. Assignor hereby agrees to indemnify, protect, defend
(with counsel reasonably satisfactory to Assignee) and hold harmless Assignee from and against any
and all actual, out-of-pocket claims, losses, damages, liabilities and expenses, including
reasonable attorneys’ fees, suffered or incurred by Assignee in connection with any failure by
Assignor to perform its obligations under this Assignment.



3. Indemnification by Assignee. Assignee hereby agrees to indemnify, protect, defend
(with counsel reasonably satisfactory to Assignor) and hold harmless Assignor from and against any
and all actual, out-of-pocket claims, losses, liabilities and expenses, including reasonable
attorneys’ fees, suffered or incurred by Assignor in connection with any failure by Assignee to
perform its obligations under this Assignment.



4. Admission Agreements and Service Contracts. The parties hereto hereby agree and
acknowledge that the Admission Agreements and Service Contracts are not being assigned by Assignor
or assumed by Assignee pursuant to this Assignment.



5. Miscellaneous. This Assignment and the obligations of the parties hereunder: (i)
shall survive the closing of the transactions referred to in the Purchase Agreement and shall not
merge therein; (ii) shall be binding upon and inure to the benefit of the parties hereto and their
respective successors, assignees and heirs; and (iii) may not be modified, amended, waived,
discharged or terminated other than by written agreement signed by the party to be charged
therewith. The Recitals set forth at the beginning of this Assignment and the Exhibits attached
hereto are incorporated herein by this reference. In the event either party hereto brings an
action or proceeding against the other party with respect to any matter pertaining to this
Assignment, the prevailing party who has received final judgment in its favor shall be entitled to
recover from the other party all costs and expenses incurred by it in connection with the subject
action or proceeding, including reasonable attorneys’ fees. Assignor and Assignee hereby covenant
that each will, at any time and from time to time upon written request therefor from the other,
execute and deliver to the other, such documents as either may reasonably request in order to carry
out the terms of this Assignment. This Assignment may be executed in counterparts, each of which
shall be deemed an original, but all of which, together, shall constitute one and the same
instrument.



6. Limited Recourse. Assignee agrees that any recourse against Assignor under this
Assignment shall be subject to the terms and conditions of the Purchase Agreement.



7. Joint and Several Liability. If Assignor consists of more than one person or
entity, the obligations of such persons and entities hereunder shall be joint and several.



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IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed and
delivered as of the date first above written.



	 	 	 
	ASSIGNOR:

	 	ASSIGNEE:
	 

	 	 
	TENNESSEE PROPERTY ASSOCIATES, L.P.

By: /s/ James J. Andrews

	 	G&E HC REIT II MEMPHIS SNF, LLC

By: /s/ Danny Prosky
	 

	 	 
	Name: James J. Andrews

Title: President

	 	Name: Danny Prosky

Title: Authorized Signatory






	 	 	 





	 	 	 
	SOUTH PARKWAY ASSOCIATES, L.P.
	By: /s/ James J. Andrews

	 

	Name: James J. Andrews







Title: President




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