ASSIGNMENT AND ASSUMPTION OF LOAN AND LOAN DOCUMENTS
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ASSIGNMENT
AND ASSUMPTION
OF
LOAN AND LOAN DOCUMENTS
THIS
ASSIGNMENT AND ASSUMPTION OF LOAN AND LOAN DOCUMENTS (the
“Assignment”) is made as of March __, 2007, by and between HEALTHCARE
REALTY TRUST INCORPORATED,
a
Maryland corporation (the “Assignor”), and COLUMBIA
PACIFIC OPPORTUNITY FUND, L.P.,
a
Washington limited partnership (the
“Assignee”).
FOR
A VALUABLE CONSIDERATION AND THE MUTUAL COVENANTS HEREIN
CONTAINED,
the
receipt and sufficiency of which are hereby acknowledged, the parties, intending
to be legally bound, agree as follows:
1. Assignor
hereby bargains,
sells, assigns, transfers and conveys unto Assignee, without recourse or
warranty, all of Assignor’s right, title and interest in and to those loan
documents (collectively, the “Loan Documents”) listed and identified in
Exhibit
A
hereto,
the loan indebtedness (the “Loan”) evidenced by the Promissory Note and the Loan
Agreement identified in Exhibit
A
hereto
and all rights, options, benefits and privileges granted to Assignor in the
Loan
Documents. Assignee
hereby accepts such assignment and assumes, effective as of March __, 2007
(the
“Effective Date”), all liabilities, duties and obligations of Assignor under the
Loan Documents and hereby agrees to be bound by and upon all of the covenants,
agreements, terms, provisions and conditions of the Loan Documents.
2. ASSIGNOR
MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO
THE
LOAN, THE LOAN DOCUMENTS, THE COLLATERAL SECURITY FOR THE LOAN, IF ANY, OR
THE
ABILITY OF THE OBLIGORS UNDER ANY OF THE LOAN DOCUMENTS TO SATISFY THEIR
RESPECTIVE OBLIGATIONS THEREUNDER. ASSIGNEE AGREES THAT THE LOAN AND THE LOAN
DOCUMENTS ARE ACCEPTED BY ASSIGNEE IN “AS-IS, WHERE-IS” CONDITION, AND ASSIGNOR
SPECIFICALLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR
A
PARTICULAR PURPOSE.
3. Assignee
hereby releases and forever discharges Assignor from all known or unknown causes
of action, claims, suits, actions, demands or other proceedings of any kind
relating to the Loan, the Loan Documents or the ability of the obligors under
any of the Loan Documents to satisfy their respective obligations thereunder.
REGARDLESS OF ANY STATEMENTS OR REPRESENTATIONS IN THE LOAN DOCUMENTS TO THE
CONTRARY, ASSIGNEE ACKNOWLEDGES AND AGREES THAT REPAYMENT
OF THE LOAN IS UNSECURED
AND ANY
PRIOR COLLATERAL SECURITY FOR THE LOAN WAS RELEASED OR EXTINGUISHED PRIOR TO
THIS ASSIGNMENT.
4. This
Assignment shall be construed and interpreted in accordance with the laws of
the
State of Washington.
5. This
Assignment shall inure to the benefit of the successors and assigns of the
parties hereto.
6. This
Assignment may be executed in any number of counterparts, each of which shall
be
deemed an original hereof and all of which together shall constitute but one
Assignment. In the event of any conflict between the terms of this Assignment
and the terms of the Lease, the terms of this Assignment shall govern and shall
be controlling.
IN
WITNESS WHEREOF,
the
parties hereto have executed this Assignment to be effective as of the Effective
Date.
ASSIGNOR:
HEALTHCARE
REALTY TRUST
INCORPORATED,
a
Maryland corporation
By: /s/
Xxxx X. Xxxxxx, Xx.
Xxxx
X. Xxxxxx, Xx.
Title: Senior
Vice President and General Counsel
ASSIGNEE:
COLUMBIA
PACIFIC OPPORTUNITY FUND,
L.P.,
a
Washington limited partnership
By: /s/
Xxxx Xxxxxxxx
Xxxx
Xxxxxxxx
Title: Member
- General Partner
Exhibit
A
1. Promissory
Note, dated June 30, 2005, in the original principal amount of $10,800,000.00,
executed by Emeritus Corporation and payable to the order of Healthcare Realty
Trust Incorporated.
| 2. |
Loan
Agreement, dated as of June 30, 2005, by and between Healthcare Realty
Trust Incorporated and Emeritus
Corporation.
|
