2012/02/29 Council Agenda Packet

2 (b) Assignee hereby expressly assumes and agrees to perform, observe and confirm all the covenants, agreements, terms conditions, obligations, duties and liabilities of Assignor under the City CDBG 95 Loan Documents, as existing or as they may be amended, and any document or instrument executed and delivered or furnished by Assignor in connection therewith, and agrees that the Property and all leases of the Property are subject to the liens, security interests and assignments in favor of the Lender as stated in the City CDBG 95 Loan Documents. (c) Any references in the City CDBG 95 Loan Documents to Borrower, Grantor or Owner shall, with respect to all dates from and after the effective date of this Assumption Agreement, shall now include Housing Hope, and its successors and assigns to the extent provided in the City CDBG 95 Loan Documents, and the address for notices to Borrower or Owner under each and all City CDBG 95 Loan Documents shall be 5830 Evergreen Way, Everett, Washington 98203, until changed by written notice to the Lender under the City CDBG 95 Loan Documents. (d) Lender hereby releases and forever discharges Assignor from all liabilities and obligations concerning said City CDBG 95 Loan Documents arising subsequent to the date of this Assumption Agreement and agrees to look solely to Assignee for all such payments,liabilities under the City CDBG 95 Loan Documents. 2. Representations and Warranties of Assignee. In order to induce Lender to continue the City CDBG 95 Loan Agreement and to consent to the assignment and assumption provided for herein,Assignee hereby represents and warrants to Lender that: (a) Assignee is duly incorporated as a Washington nonprofit corporation and has the full right, power and authority to conduct all of the activities which are now conducted by it or proposed to be conducted by it in connection with the City CDBG 95 Loan Documents, to execute, deliver and perform this Assumption Agreement, and to assume the obligations of Assignor and to fulfill its duties under the City CDBG 95 Loan Documents. (b) There is no action, suit or proceeding or any investigation pending or, to the best of Assignee's knowledge, threatened against or affecting Assignee at law or in equity in any court or by any federal, state, municipal or other governmental authority, department, commission, board, agency or other governmental instrumentality that is likely to have an adverse effect on Assignee's ability to assume the obligations and to fulfill the duties of Assignor under the terms of the City CDBG 95 Loan Documents. (c) Assignee is not in default or alleged to be in default with respect to any judgment, order, writ, injunction or decree or in breach or alleged to be in breach or default under any material lease, contract, agreement, commitment, instrument or ASSIGNMENT,ASSUMPTION,RELEASE AND CONSENT AGREEMENT PAGE 3 25