2012/02/29 Council Agenda Packet

2 (a) The representations and warranties of Assignor in the Amended City CDBG 93- 94 Notes, City CDBG 93-94 Deed of Trust and City CDBG 93-94 Loan Rider are true and correct in all material respects as of the date hereof. (b) To the best of Assignor's knowledge, no Event of Default under the City CDBG 93-94 Loan Documents, or event that with notice or the passage of time would constitute such an Event of Default,has occurred and is continuing. (c) Assignor is the sole owner of indefeasible fee simple title to the Property, subject to no liens or encumbrances except those permitted by the City CDBG 93-94 • Loan Documents, and the transfer of the Property to the Assignee has received all consents and approvals required by the terms of the limited partnership agreement of Assignor, of any encumbrance on the Property and of any obligation secured by an encumbrance on the Property. 4. Consents. The Lender hereby consents to the transfer of the Property from Assignor to Assignee and the assumption by Assignee of the obligations of Assignor under the City CDBG 93-94 Loan Documents. 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 Amended City CDBG 93-94 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 Amended City CDBG 93-94 Notes has been disbursed by Lender, and that the unpaid principal balance and interest accrued under the terms of the Amended City CDBG 93-94 Notes are validly outstanding and owing on the Amended City CDBG 93-94 Notes, 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 93-94 Loan Documents and that except as stated herein, the City CDBG 93-94 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. ASSIGNMENT,ASSUMPTION,RELEASE AND CONSENT AGREEMENT PAGE 5 36