EX-10.8






PARTIAL ASSIGNMENT AND ASSUMPTION

OF

PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS




(Parkway)




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”).



WITNESSETH:




WHEREAS, Wellington Healthcare Services, L.P. and the various selling parties identified on
Exhibit A hereto (collectively, “Sellers”) and Assignor entered into an Purchase and Sale
Agreement and Escrow Instructions dated as of September 29, 2011 (the “Purchase Agreement”),
pursuant to which Sellers agreed to sell, and Assignor agreed to purchase (subject to the terms and
conditions contained therein), certain real property located at 200 South Parkway West, Memphis,
Tennessee (the “Parkway Property”), in addition to certain other parcels of property as more
particularly discussed in the Purchase Agreement;



WHEREAS, Assignor desires to assign, transfer, and convey to Assignee all of Assignor’s right,
title, and interest in and to the Purchase Agreement as same relate to the purchase of the Parkway
Property;



WHEREAS, Assignee desires to accept said assignment and to assume Assignor’s rights and
obligations under the Purchase Agreement as same relate to the purchase of the Parkway Property,
upon the terms and conditions hereinafter set forth; and



WHEREAS, capitalized terms not otherwise defined herein shall have the meanings ascribed to
them in the Purchase Agreement.



NOW, THEREFORE, for and in consideration of the sum of Ten and 00/100ths Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee agree as follows:




	 	1.	 	Assignment. Assignor hereby assigns, transfers, and conveys to
Assignee all of Assignor’s right, title and interest in and to the Purchase Agreement
related to the purchase of the Parkway Property. Assignor acknowledges and agrees
that, notwithstanding the terms of this Assignment, Assignor shall remain liable to
Sellers for any of the obligations under the Purchase Agreement relating to the Parkway
Property.






	 	2.	 	Assumption. Assignee hereby accepts the foregoing assignment and,
effective as of the Effective Date, assumes and agrees to perform and be bound by all
of the terms, covenants, and conditions prospectively to be observed or performed by
“Purchaser” under or pursuant to the Purchase Agreement as related to the purchase of
the Parkway Property.






	 	3.	 	Binding Effect. This instrument shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors and assigns.





[Signature page follows.]




WHEREOF, the parties, individually or by their respective duly-authorized officers,
have caused this Assignment to be executed in counterparts, each of which shall be deemed to be an
original document, on the date first above written.



	 
	ASSIGNOR:

	 

	G&E HC REIT II SOUTHEASTERN

SNF PORTFOLIO, LLC,

a Delaware limited liability company

By: /s/ Danny Prosky

	 

	Name: Danny Prosky

Title: Authorized Signatory

	ASSIGNEE:

	 

	G&E HC REIT II MEMPHIS SNF, LLC, a Delaware limited liability company

By: /s/ Danny Prosky

	 

	Name: Danny Prosky

Title: Authorized Signatory







Exhibit A




Sellers




	 	 	 	 	 
	FACILITY NAME	 	OWNER SELLER	 	OPERATOR SELLER
	Rockdale Healthcare Center (GA)

	 	Falligant Avenue Associates, L.P.
	 	LTC Consulting, L.P.
	 

	 	 
	 	 
	Sea Breeze Health Care Center

(AL)

	 	

Ivan Associates, L.P.
	 	

Congress Street Partners, L.P.
	 

	 	 
	 	 
	New London Health Center (GA)

	 	McGee Road Associates, L.P.
	 	England Associates, L.P.
	 

	 	 
	 	 
	Nurse Care of Buckhead (GA)

	 	Powder Springs Road Associates,

L.P.
	 	

Pharr Court Associates, L.P.
	 

	 	 
	 	 
	Nurse Care of Shreveport (LA)

	 	Red River Associates, L.P.
	 	Irving Place Associates, L.P.
	 

	 	 
	 	 
	Bell Minor Home (GA)

	 	San Alejandro Associates, L.P.
	 	Hamilton Mill Associates, L.P.
	 

	 	 
	 	 
	Westminster Commons (GA)

	 	San Carlos Associates, L.P.
	 	Facility Investments, L.P.
	 

	 	 
	 	 
	Parkway Health and

Rehabilitation Center (TN)

	 	Tennessee Property Associates,

L.P.
	 	

South Parkway Associates, L.P.
	 

	 	 
	 	 
	Millington Healthcare Center

(TN)

	 	West Point Road Associates, L.P.
	 	Wellington Healthcare

Properties, L.P.
	 

	 	 
	 	 
	Riverside Health Care Center

(GA)

	 	

West Street Associates, L.P.
	 	

Riverside Healthcare, L.P.