2012/02/29 Council Agenda Packet

2 WHEREAS, Assignor and Assignee now request the consent of Lender to (i) the transfer of the Property from Assignor to Assignee, (ii) the assignment of the City'CDBG 93-94 Loan Documents from Assignor to Assignee and (iii) the assumption of the obligations of Assignor under the City CDBG 93-94 Loan Documents by Assignee; NOW, THEREFORE, in consideration of the mutual promises of the parties and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows: 1. Assignment and Assumption (a) Assignor hereby confirms its agreement to transfer all of its right,title and interest in the Property to Assignee and hereby sells, transfers, assigns, grants, and conveys to Assignee all of its right,title, and beneficial interest existing as of this date in and under the City CDBG 93-94 Loan Documents, as now existing or as they may be amended. (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 93-94 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 93-94 Loan Documents. (c) Any references in the City CDBG 93-94 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 93-94 Loan Documents, and the address for notices to Borrower or Owner under each and all City CDBG 93-94 Loan Documents shall be 5830 Evergreen Way, Everett, Washington 98203, until changed by written notice to the Lender under the City CDBG 93-94 Loan Documents. (d) Lender hereby releases and forever discharges Assignor from all liabilities and obligations concerning said City CDBG 93-94 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 93-94 Loan Documents. 2. Representations and Warranties of Assignee. In order to induce Lender to continue the Amended City CDBG 93-94 Loan Agreement and to consent to the assignment and assumption provided for herein, Assignee hereby represents and warrants to Lender that: ASSIGNMENT,ASSUMPTION,RELEASE AND CONSENT AGREEMENT PAGE 3 34