BILL OF SALE, BLANKET CONVEYANCE
AND ASSIGNMENT
HARRISBURG, PA
This Bill of Sale, Blanket Conveyance and Assignment (this "Assignment") is
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executed by Extended Care Operators of Harrisburg, LLC, a Delaware limited
liability company ("Tenant") and BCC at Harrisburg, Inc., a Delaware corporation
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("Manager", and together with Tenant, collectively, "Assignor"), to and for the
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benefit of Capstone Capital of Pennsylvania, Inc., a Pennsylvania corporation
("HCRT Assignee") and Emeritus Corporation, a Washington corporation ("Emeritus
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Assignee", and together with HCRT Assignee, collectively, "Assignee").
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RECITALS
WHEREAS, Tenant leases the property described on Exhibit "A" attached
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hereto (the "Property") from HCRT Assignee pursuant to the Lease Agreement dated
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as of March 28, 1997 (as the same has been amended from time to time,
collectively, the "Lease"); and
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WHEREAS, Tenant operates an assisted living facility (the "Facility") located on
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the Property, which Facility is managed by Manager; and
WHEREAS, Tenant desires HCRT Assignee to terminate the Lease and HCRT Assignee
desires for Assignor to sell, assign and convey unto HCRT Assignee or Emeritus
Assignee, as the case may be, the Assigned Properties (as defined below).
NOW, THEREFORE, in consideration of the foregoing and Ten and No/100 Dollars
($10.00) and other good and valuable consideration in hand paid by Assignee to
Assignor, the receipt and sufficiency of which are hereby acknowledged and
confessed by Assignor, Assignor and Assignee hereby act and agree as follows:
1. CONVEYANCE TO HCRT ASSIGNEE. Assignor does hereby GRANT, BARGAIN, SELL,
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CONVEY, ASSIGN, TRANSFER, SET OVER and DELIVER to and VEST in HCRT Assignee, its
successors and assigns, the following properties (collectively, the "HCRT
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Assigned Properties"), excluding, however, (i) the items set forth on Exhibit
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"B" attached hereto (collectively, the "Emeritus Assigned Properties" and
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together with the HCRT Assigned Properties, collectively, the "Assigned
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Properties"), which Emeritus Assigned Properties shall be transferred to
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Emeritus Assignee in accordance with Section 2 below, and (ii) the items set
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forth on Exhibit C attached hereto, which shall be retained by Assignor:
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(a) Any and all personal property, tangible and intangible, equipment,
appliances, furniture, furnishings, building materials, improvements, and other
personalty of whatever kind or character owned by Assignor, lying and being
situated at, incidental to, appurtenant to, or associated or used in connection
with the ownership, use, operation, repair and maintenance of the Property,
including all fixtures and other property affixed thereto, all heating, air
conditioning, plumbing, lighting, communications, elevators and kitchen,
medical, dental or rehabilitation fixtures, all gas and electric fixtures,
appliances and wiring, engines, boilers, elevators, escalators, incinerators,
motors, dynamos, heating and air conditioning equipment, sinks, water closets,
basins, pipes, electrical systems, faucets, fire prevention and extinguishing
apparatus, central music and public address systems, burglar alarms, security
systems and equipment, and other furnishings and decor equipment, spare parts,
materials, and supplies for the ownership, use, operation, maintenance, and
repair of the Property or the personal property referred to herein or both,
tools, supplies, and all other personal property owned by Assignor that is
located on or is used in connection with the ownership, use, operation,
maintenance, or repair of the Property or the personal property referred to
herein or both, whether tangible or intangible, paving, curbing, trees, shrubs,
plants and other improvements, and landscaping of every kind and nature
(collectively, the "Personalty").
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(b) To the extent assignable, all of Assignor's rights in and to (i) all
licenses, permits, approvals and similar documents relating to the Property,
(ii) all plans, drawings, specifications, surveys, engineering reports, and
other technical descriptions relating to the Property, (iii) all warranties and
guaranties (express or implied) issued in connection with or arising out of (a)
the purchase or repair of all fixtures, fittings, appliances, apparatus,
equipment, machinery and other personal property owned by Assignor, if any, and
affixed or attached to or placed or situated upon, or used or acquired in
connection with the Property, or (b) the construction, alteration, maintenance
and repair of any of the improvements located on the Property, and (iv) all
other property (real, personal or mixed), owned or held by Assignor which relate
in any way to the design, construction, use, leasing, maintenance, service or
operation of the Property or the Personalty.
2. CONVEYANCE TO EMERITUS ASSIGNEE. Assignor does hereby GRANT,
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BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER and DELIVER to and VEST in
Emeritus Assignee, its successors and assigns, the Emeritus Assigned Properties.
3. REPRESENTATION REGARDING TITLE. Assignor hereby represents and warrants
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to Assignee that Assignor is the owner of all right, title and interest in and
to the Assigned Properties, that the Assigned Properties are free and clear of
all liens, charges and encumbrances other than those created in favor of
Assignee and those created in favor of Town and Country Leasing, LLC and GE
Capital (previously Phoenixcor, Inc.) in connection with motor vehicle financing
and that Assignor has full right, power and authority to sell the Assigned
Properties Property and to make this Assignment. Assignor shall warrant and
forever defend title to the Property unto Assignee.
4. ACKNOWLEDGMENTS OF ASSIGNEE. Notwithstanding the warranty as to
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merchantable title, Assignor sells and conveys the Assigned Properties hereunder
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to Assignee in its present condition, AS IS, WHERE IS, AND WITHOUT ANY
REPRESENTATION OR WARRANTY WHATSOEVER.
5. COUNTERPARTS; GOVERNING LAW; SUCCESSORS AND ASSIGNS; AUTHORITY. This
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Assignment may be executed in any number of counterparts, and each counterpart
hereof shall be deemed to be an original instrument, but all such counterparts
shall constitute but one instrument. This Assignment shall be construed and
enforced in accordance with and governed by the internal laws of the state or
commonwealth where the Property is located. This Assignment shall bind and
inure to the benefit of Assignor and Assignee and their respective successors
and assigns. Each of Assignor and Assignee represents and warrants to the other
that it is fully empowered and authorized to execute and deliver this
Assignment, and the individuals signing this Assignment each represent and
warrant that he or she is fully empowered and authorized to do so.
6. FURTHER ASSURANCES. The parties agree to take all such further actions
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and execute, acknowledge and deliver all such further documents that are
reasonably necessary or useful in carrying out the purposes of this Assignment.
IN WITNESS WHEREOF, this Assignment is executed by the parties as of, 2003.
ASSIGNOR:
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WITNESSES: EXTENDED CARE OPERATORS OF HARRISBURG,
LLC
By: BCC at Harrisburg,
Inc., its sole member and manager
By: /s/ Robin L. Barber
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Name: Robin L. Barber
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Title: Vice President and Secretary
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WITNESSES: BCC AT HARRISBURG, INC.
By: /s/ Robin L. Barber
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Name: Robin L. Barber
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Title: Vice President and Secretary
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HCRT ASSIGNEE:
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WITNESSES: CAPSTONE CAPITAL OF
PENNSYLVANIA, INC.
By: /s/ John M. Bryant, Jr.
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Name: John M. Bryant, Jr.
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Title: Vice President
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EMERITUS ASSIGNEE:
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WITNESSES: EMERITUS CORPORATION
By: /s/ Raymond R. Brandstrom
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Name: Raymond R. Brandstrom
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Title: Chief Financial Officer
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EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
SEE ATTACHED
EXHIBIT "B"
EMERITUS ASSIGNED PROPERTIES
1. 1996 Dodge Van, VIN# 2B5WB35Y3TK182373.
2. All consumable inventories of every kind and nature whatsoever
(including, without limitation, all pharmacy supplies, medical supplies, office
supplies, other supplies and foodstuffs) owned by Assignor and located at the
Facility.
3. Telephone and facsimile numbers of the Facility.
4. All books and records of the Facility maintained at the Facility,
including resident and employee records but specifically excluding Assignor's
corporate and regional accounting and proprietary and confidential books and
records.
EXHIBIT "C"
ITEMS EXCLUDED FROM THE ASSIGNED PROPERTIES
1. All accounts receivable, petty cash, minute books, stock records,
corporate seals, provider or vendor billing numbers, tax, corporate and regional
accounting and financial books and records, technical systems, methods,
policies, processes, procedures, controls, policy and procedure manuals, and
trade or service names, associated marks and other intellectual property used in
connection with the marketing and/or operation of the Property by Balanced Care
Corporation, including the names "Balanced Care", "Outlook Pointe", "Balanced
Gold" and "Treasures".
2. All phone systems (excluding Nurse Call System(s)) located at the
Facility leased by Assignor.
3. All photocopiers located at the Facility leased by Assignor.
4. All facsimile machines located at the Facility leased by Assignor.
5. All computer equipment located at the Facility, including software.
6. All collateral marketing materials located at the Facility.