EXHIBIT 10.5.4.2
GENERAL ASSIGNMENT
THIS GENERAL ASSIGNMENT (this "Assignment"), made as of the 27th day
of December, 2002, by VENTAS TRS, LLC, a Delaware limited liability company,
having an address at 0000 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx
00000, ("Assignor") to GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation, having an address at 0 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxx,
Xxxxxxxx 00000 ("Assignee");
KNOW ALL MEN BY THESE PRESENTS, that for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Assignor has granted, bargained, sold, assigned, transferred and set over
without recourse, representation or warranty (except for the Express Warranties
set forth in that certain Purchase and Sale Agreement between Assignor and
Assignee dated as of the date hereof (the "Purchase and Sale Agreement")), and
by these presents does grant, bargain, sell, assign, transfer and set over unto
Assignee the Loan Agreement (as such term is defined on Exhibit A attached
hereto and made a part hereof) and all of the other Loan Documents (as such term
is defined in that certain Purchase and Sale Agreement), and all of Assignor's
rights, title and interest in, to and under the Loan Documents, and all of
Assignor's right, title and interest in, to and under the instruments,
documents, certificates, letters, records and papers relating to the Loan
Documents and all other documents executed and/or delivered in connection with
the loan evidenced and/or secured by the Loan Documents, including, without
limitation, all of Assignor's right, title and interest in any claims,
collateral, certificates of deposit, letters of credit, performance bonds,
demands, cause of action, all related title insurance policies, surveys, plans
and specifications, insurance policies and certificates, bank accounts,
operating accounts, reserve accounts, escrow accounts, and other accounts,
permits, licenses, opinions, appraisals, environmental reports, financial
statements of borrower and any guarantors and any other collateral arising out
of and/or executed and/or delivered in or to or with respect to the Loan
Documents, all rights and benefits of Assignor related to the Loan Documents and
such other instruments, documents, certificates, letters, records and papers,
including without limitation, rights to condemnation awards and insurance
proceeds, and all claims and choses in action related to the Loan Documents and
such instruments, documents, certificates, letters, records and papers, and all
of Assignor's rights, title and interests in, to and under such claims and
choses in action.
TO HAVE AND TO HOLD unto Assignee, its successors, transferees,
representatives and assigns forever, in full ownership from this date, the
Assignor subrogating the Assignee in and to all the rights, liens, privileges,
remedies and advantages resulting from the Loan Documents, said rights,
privileges, liens, remedies and advantages to be enjoyed and exercised by the
Assignee in the same manner, to all intents and purposes, and to the same effect
as the Assignor might itself have enjoyed and exercised them.
IN WITNESS WHEREOF, the Assignor has caused these presents to be duly
executed as of the day and year first above written.
VENTAS TRS, LLC,
a Delaware limited liability company
By: /s/ T. Xxxxxxx Xxxxx
-----------------------------------------
Name: T. Xxxxxxx Xxxxx
Title: Executive Vice President and
General Counsel
EXHIBIT A
Loan Agreement dated as of November 1, 2002, by and among Ventas Realty, Limited
Partnership ("VRLP"), as lender, and each of the entities listed on Schedule I
attached hereto and made a part hereof (the "Loan Agreement"), which Loan
Agreement was previously assigned by VRLP to Assignor pursuant to General
Assignment dated as of December 1, 2002.
