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EXHIBIT 10.72
ASSIGNMENT AND ASSUMPTION OF LEASES
This ASSIGNMENT AND ASSUMPTION OF LEASES ("Assignment") is entered into
as of this 30th day of December, 1997 by and among BCC at Ravenna, Inc., a
Delaware corporation, BCC at Greensboro, Inc., a Delaware corporation and BBC at
Harrisburg, Inc., a Delaware corporation (collectively, "Assignor") and Senior
Care Operators, LLC, a Delaware limited liability company ("Assignee").
WITNESSETH:
WHEREAS, Assignor is the holder of certain leasehold estates pursuant
to leases, each dated as of March 28, 1997 (collectively, the "Leases") granted
by the landlords identified on Exhibit A attached hereto (collectively, the
"Landlords") in certain properties, also more fully described on Exhibit A
attached hereto (collectively, the "Premises"); and
WHEREAS, Assignor wishes to assign and set over to Assignee, and
Assignee wishes to assume, all of Assignor's rights, title, interests and
obligations in and pursuant to the Leases.
NOW, THEREFORE, for ten dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as follows:
1. Assignor assigns, sets over and transfers unto Assignee all of
Assignor's rights, title, interest and obligations under the Leases. Assignee
accepts the Assignment of the Leases from Assignor and agrees to assume all of
Assignor's obligations under the Leases which accrue on or after the date hereof
("Assignee's Obligations"). As between Assignor and Assignee, Assignor shall
remain liable for all obligations under the Leases which accrued prior to the
date hereof ("Assignor's Obligations").
2. Assignor represents and warrants that as of the date hereof,
the Leases are in full force and effect, and have not been modified or amended.
3. All terms and conditions of the Leases shall remain and
continue in full force and effect. Assignee shall not further assign, transfer,
encumber or pledge the Leases, or sublet the Premises, except in strict
accordance with the terms and conditions of the Leases.
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment of
Lease on the date and year first written above.
ASSIGNOR:
BCC AT RAVENNA, INC.
BY:________________________
TITLE:_____________________
BCC AT GREENSBORO, INC.
BY:________________________
TITLE:______________________
BCC AT HARRISBURG, INC.
BY:________________________
TITLE:_____________________
ASSIGNEE:
SENIOR CARE OPERATORS, LLC
BY:________________________
TITLE:_____________________
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EXHIBIT A
DESCRPTION OF ASSIGNOR, LEASE AND PROPERTY
ASSIGNOR LEASE LANDLORD PROPERTY
BCC at 3/28/97 Capstone Capital Ravenna, Ohio
Ravenna, Inc. Corporation, a
Maryland corporation
BCC at 3/28/97 Capstone Capital Greensboro,
Greensboro, Inc. Corporation, a North Carolina
Maryland corporation
BCC at 3/28/97 Capstone Capital Harrisburg,
Harrisburg, Inc. of Pennsylvania, Inc., Pennsylvania
a Pennsylvania
corporation
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