EXHIBIT 10.11
ASSIGNMENT AND ASSUMPTION OF
LEASES, GUARANTEES AND PERMITS
THIS ASSIGNMENT AND ASSUMPTION OF LEASES, GUARANTEES AND PERMITS (this
"Assignment") dated as of this 13th day of May, 1994, by HMC RETIREMENT
PROPERTIES, INC., a Delaware corporation with its principal office at 00000
Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000 ("Assignor"), to and in favor of HEALTH
AND REHABILITATION PROPERTIES TRUST, a Maryland real estate investment trust
with its principal office at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
("Assignee").
W I T N E S S E T H :
In connection with the sale by Assignor to Assignee of the real
property and improvements thereon, located in Scottsdale, Arizona, as more
particularly described in Exhibit A, attached hereto and made a part hereof (the
"Premises"), and for other good and valuable consideration paid by Assignee to
Assignor, the receipt and sufficiency of which are hereby acknowledged, Assignor
does hereby grant, bargain, sell, set over, assign, transfer and deliver unto
Assignee and its successors and assigns all of its right, title and interest in
and to the following described Leases, Guarantees and Permits with respect to
the Premises:
1. All of Assignor's right, title and interest in and to any and all
leases affecting the Premises as identified on Exhibit B, attached hereto and
made a part hereof (the "Leases");
2. All of Assignor's right, title and interest in and to any and all
guarantees of the Leases as identified on Exhibit C attached hereto and made a
part hereof (the "Guarantees"); and
3. All of Assignors' right, title and interest in and to any and all
licenses, franchises, certificates of occupancy, certificates of need, permits
and approvals issued by any governmental authority or any third party with
respect to all or any portion of the Premises, to the extent assignable
(collectively, the "Permits").
-2-
In connection with the foregoing, Assignor and Assignee hereby agree as
follows:
1. Assignor shall indemnify and hold harmless Assignee from and against
all liabilities, cost, loss and damage arising under the Leases, Guarantees and
Permits prior to the date hereof.
2. Assignee hereby assumes and agrees to be bound by all of Assignor's
liabilities and obligations under the Leases, Guarantees and Permits and agrees
to perform and observe all of the covenants and agreements set forth therein.
Assignee shall indemnify and hold harmless Assignor from and against all
liabilities, cost, loss and damage arising under the Leases, Guarantees and
Permits from and after the date hereof.
3. This Assignment shall inure to the benefit of and shall be binding
upon the parties hereto and their respective successors and assigns.
4. This Assignment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together will constitute one
and the same instrument.
5. This Assignment shall be governed by and construed in accordance
with the laws of the State of Maryland.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
under seal as of the date above first written.
ASSIGNOR:
WITNESS HMC RETIREMENT PROPERTIES, INC.
/s/ Xxxxx X. Xxxxxxx By:/s/ Xxxxxx X. Xxxxx
Its (Vice) President
ASSIGNEE:
HEALTH AND REHABILITATION PROPERTIES
TRUST
By:/s/ Xxxxx X. Xxxxxxx
Its:Executive Vice President
STATE OF MARYLAND )
) ss
COUNTY OF XXXXXXXXXX)
This instrument was acknowledged by me this 13th day of May,
1994, above-named Xxxxxx X. Xxxxx to be the free act and deed of
MC Rtirement Properties, Inc., a Delaware corporation.
/s/ Xxxxxx X. Xxx
Name: Xxxxxx X. Xxx
Notary Public
My Commission Expires: 10/1/96
STATE OF MASSACHUSETTS)
) ss
COUNTY OF SUFFOLK )
This instrument was acknowledged by me this 12th day of May,
1994, above-named Xxxxx X. Xxxxxxx to be the free act and
deed of Health and Rehabilitation Properties, Inc., a
Maryland real estate investment trust.
/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Notary Public
My Commission Expires: 11/4/99
SCHEDULE TO EXHIBIT 10.11
Pursuant to Instruction 2 to Item 601 of Regulation S-K, the following
Assignments and Assumptions of Leases, Guarantees and Permits, which are
substantially identical in all material respects to the Assignment and
Assumption of Leases, Guarantees and Permits filed herewith, are omitted. The
following list sets forth the material differences in the property location,
date of Assignment and Assumption of Leases, Guarantees and Permits, assignor
and assignee.
Property Location Date Assignor Assignee
Sun City, AZ June 16, 1994 HMC Retirement Health and Rehabilitation
Properties, Inc. Properties Trust
Laguna Hills, CA September 7, 1994 HMC Retirement Health and Rehabilitation
Properties, Inc. Properties Trust
Deerfield Beach, FL May 13, 1994 HMH Properties, Inc. Health and Rehabilitation
Properties Trust
Palms Harbor, FL May 13, 1994 HMC Retirement Health and Rehabilitation
Properties, Inc. Properties Trust
Boca Pointe, FL May 13, 1994 HMH Properties, Inc. Health and Rehabilitation
Properties Trust
Calusa Harbour, FL August 16, 1994 HMC Retirement Health and Rehabilitation
Properties, Inc. Properties Trust
Bedford Court, MD July 25, 1994 HMC Retirement Health and Rehabilitation
Properties, Inc. Properties Trust
Bellaire, TX May 13, 1994 HMC Retirement Health and Rehabilitation
Properties, Inc. Properties Trust
Arlington, VA July 25, 1994 HMC Retirement Health and Rehabilitation
Properties, Inc. Properties Trust
Charlottesville, VA June 16, 1994 HMC Retirement Health and Rehabilitation
Properties, Inc. Properties Trust
Virginia Beach, VA May 13, 1994 HMC Retirement Health and Rehabilitation
Properties, Inc. Properties Trust
Church Creek, IL September 7, 0000 XXX Xxxxxxxxxx Xxxxxx Xxxxx Corporation
Properties, Inc.
Port St. Lucie, FL May 13, 1994 HMC Retirement Health and Rehabilitation
Properties, Inc. Properties Trust
