Back to 10-Q [qtr1200710-q.htm]
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