**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/
      John M. Bryant, Jr.


John
      M. Bryant, Jr.


Title:  Senior
      Vice President and General Counsel










**ASSIGNEE:**





**COLUMBIA
      PACIFIC OPPORTUNITY FUND,**


**L.P.** ,
      a
      Washington limited partnership








By:  /s/
      Alex Washburn


Alex
      Washburn


Title:  Member
      - General Partner











Exhibit
      A


to
      Assignment and Assumption of Loan and Loan Documents







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.