EX-10.1






PREPARED BY:


Arnall Golden Gregory LLP


Steven A. Kaye Esquire


171 17th St NW Suite 2100


Atlanta, GA 30363



RECORD AND RETURN TO:


First American Title Company


Leonard Shatz, Esquire


Two Liberty Place


50 South 16th St Suite 3010


Philadelphia, PA 19102



Tax Parcel Number: 88-1436651



SPECIAL WARRANTY DEED




THIS INDENTURE is executed the 29th day of June, in the year two thousand and
eleven (2011), and effective as of 11:59 p.m. on the 30th day of June, in the year two thousand and
eleven (2011), between PHILADELPHIA AUTHORITY FOR INDUSTRIAL DEVELOPMENT, a body corporate and
politic organized and existing under the laws of the Commonwealth of Pennsylvania, and
CLIVEDEN-MAPLEWOOD CONVALESCENT CENTERS, INC., a Pennsylvania nonprofit corporation (hereinafter
collectively called the “Grantor”), of the one part, and G&E HC REIT II CLIVEDEN SNF, L.P., a
Delaware limited partnership (hereinafter called the “Grantee”), of the other part.



WITNESSETH, that the Grantor, for and in consideration of the sum of Ten and 00/100 Dollars
($10.00), lawful money of the United States of America, unto it well and truly paid by the Grantee,
at or before the sealing and delivery hereof, the receipt whereof is hereby acknowledged, has
granted, bargained and sold, aliened, enfeoffed, released and confirmed, and by these presents does
grant, bargain and sell, alien, enfeoff, release and confirm unto the Grantee, its successors and
assigns, the premises described as follows:



ALL THAT CERTAIN lot or piece of ground with the buildings and
improvements located thereon, situate in the City and County of
Philadelphia, Commonwealth of Pennsylvania, as more particularly
described on Exhibit A attached hereto.



UNDER AND SUBJECT to those matters set forth on Exhibit B attached hereto.



TOGETHER with all and singular the buildings, improvements, ways, streets, alleys, driveways,
passages, waters, water-courses, rights, liberties, privileges, hereditaments and appurtenances,
whatsoever unto the hereby granted premises belonging, or in any wise appertaining, and the
reversions and remainders, rents, issues and profits thereof; and all the estate, right, title,
interest, property, claim and demand whatsoever of it, the Grantor, as well at law as in equity, or
otherwise howsoever, of, in, and to the same and every part thereof.



TO HAVE AND TO HOLD the said premises above described together with the improvements thereon
erected, hereditaments and premises hereby granted, or mentioned and intended so to be, with the
appurtenances, unto the Grantee, its successors and assigns, to and for the only proper use and
behalf of the Grantee, its successors and assigns forever.



AND the Grantor, for itself and its successors, does covenant, grant and agree, to and with
the Grantee, its successors and assigns, by these presents, that it, the said Grantor and its
successors, all and singular the hereditaments and premises hereby granted or mentioned and
intended so to be, with the appurtenances, unto the Grantee, its successors and assigns against it,
the Grantor and its successors, and against all and every person and persons whomsoever lawfully
claiming or to claim the same or any part thereof, by, from or under it, them or any of them, shall
and will, UNDER AND SUBJECT as aforesaid, WARRANT and forever DEFEND.



[SIGNATURE PAGE FOLLOWS]







1






IN WITNESS WHEREOF, the Grantor has caused this Indenture to be executed under seal, on the
day and year first above written.



PHILADELPHIA AUTHORITY FOR


INDUSTRIAL DEVELOPMENT,


a body corporate and politic organized and


existing under the laws of the Commonwealth


of Pennsylvania



By: /s/ James McManus

Name: James McManus

Title: Chairman





ATTEST:



/s/ Paul J. Deegan

Name: Paul J. Deegan

Title: Secretary




	 	 	 
	COMMONWEALTH OF PENNSYLVANIA

	 	:
	COUNTY OF PHILADELPHIA

	 	: SS

:






On this, the 29th day of June, 2011, before me, the undersigned officer, personally
appeared James McManus, who acknowledged himself to be the Chairman of PHILADELPHIA AUTHORITY FOR
INDUSTRIAL DEVELOPMENT, and that he, being authorized to do so, executed the foregoing instrument
for the purposes therein contained by signing the name of the Authority, by himself as Chairman.



IN WITNESS WHEREOF, I hereunto set my hand and official seal.



/s/ Nicole I. Krippel


NOTARY PUBLIC


My commission expires on August 14, 2012


(Notarial Seal)



CLIVEDEN-MAPLEWOOD


CONVALESCENT CENTERS, INC.,





a Pennsylvania nonprofit corporation



By: /s/ Don Levesque

Title: Treasurer




	 	 	 
	COMMONWEALTH OF PENNSYLVANIA

	 	:
	COUNTY OF PHILADELPHIA

	 	: SS

:






On this, the 29th day of June, 2011, before me, the undersigned officer, personally appeared
Don Levesque, who acknowledged himself to be the Treasurer of CLIVEDEN-MAPLEWOOD CONVALESCENT
CENTERS, INC., a Pennsylvania nonprofit corporation, and that he, being authorized to do so,
executed the foregoing instrument for the purposes therein contained by signing the name of the
corporation, by himself as Treasurer.



IN WITNESS WHEREOF, I hereunto set my hand and official seal.



/s/ Lelia L. Hilliard


NOTARY PUBLIC


My commission expires on May 21, 2014


(Notarial Seal)



2



The address of the above-named Grantee is:



G&E HC REIT II Cliveden SNF, L.P.





c/o Grubb & Ellis Equity Advisors, LLC


1551 N. Tustin Avenue, Suite 300


Santa Ana, CA 97205



/s/ Leonard Shatz


On Behalf of Grantee




3