2012/02/29 Council Agenda Packet

2 5. Further Documents and Assurances. At any time and from time to time, upon Lender's request,Assignee will promptly and duly execute and deliver any and all further instruments and documents and take such further action as Lender may deem reasonable and appropriate to effect the purposes of this Assumption Agreement, including (without limitation) the execution of the City CDBG 95 Note or an amended and restated promissory note(s) in form satisfactory to Lender. The Assignee hereby authorizes and agrees to the filing (at Assignee's expense) of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction, as deemed appropriate by Lender, in order to place on the public records notice of the effect of this Assumption Agreement. 6. Acknowledgments, Agreements, and Waivers. Assignor and Assignee acknowledge that the full principal amount of the City CDBG 95 Note has been disbursed by Lender, and that the unpaid principal balance and interest accrued under the terms of the City CDBG 95 Note is validly outstanding and owing on the City CDBG 95 Note, subject to no defenses, offsets, or counterclaims through the date of this Assumption Agreement, and Assignee hereby waives any such defenses, offsets or counterclaims. Assignor and Assignee further acknowledge that the Lender has complied fully with all of its obligations to date under the City CDBG 95 Loan Documents and that except as stated herein,the City CDBG 95 Loan Documents have not been modified or amended 7. Further Transfers. Nothing herein shall be construed as consent to any further transfer of any interest in the Property. 8. Successors and Assigns. This Assumption Agreement shall be binding upon Assignor, Assignee and Assignee's successors and assigns and shall inure to the benefit of the Lender and its successors and assigns;provided however, that Assignee shall not have the right to assign any of its obligations or rights hereunder without the prior written consent of the Lender. 9. Effective Date. The effective date of this Assumption Agreement shall be the date the parties sign and complete the execution of this document and it is filed of record with the Snohomish County office of records and elections. 10. Counterparts. This Assumption Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and whether or not all parties execute each counterpart. (SIGNATURES FOLLOW) ASSIGNMENT,ASSUMPTION,RELEASE AND CONSENT AGREEMENT PAGE 5 • 27