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(a) Assignee is a limited liability limited partnership duly organized and validly existing
<br /> under the laws of the State of Washington.
<br /> (b) Assignee has the full right, power, and authority to conduct all of the activities which
<br /> are now conducted by it or proposed to be conducted by it in connection with the
<br /> Project and as contemplated by the Loan Agreement; to execute, deliver, and perform
<br /> this Assignment Agreement; and to assume the obligations of Assignor and to fulfill its
<br /> duties under the Loan Agreement.
<br /> (c) There is no action, suit, or proceeding or any investigation pending or, to the best of
<br /> Assignee's knowledge after due inquiry, threatened against or affecting Assignee at
<br /> law or in equity in any court or by any federal, state, municipal, or other government
<br /> authority, department, commission, board, agency, or other governmental
<br /> instrumentality which is likely to have an adverse effect on Assignee's ability to
<br /> undertake the Project or to assume the obligations and fulfill the duties of Assignor
<br /> under the Loan Agreement.
<br /> (d) The Assignee is not in default or alleged to be in default with respect to any judgment,
<br /> order, writ, injunction, or decree or in breach or alleged to be in breach or default under
<br /> any material lease, contract, agreement, commitment, instrument, or obligation to
<br /> which it is a party or by which it or its Property is bound; and to the best of Assignee's
<br /> knowledge after due inquiry, there is no state of facts which is likely to create or cause
<br /> a default or breach under any such material lease, contract, agreement, commitment,
<br /> instrument, or obligation.
<br /> (e) To the best of Assignee's knowledge after due inquiry, Assignee has complied in all
<br /> material respects with all federal, state, and local laws, regulations, and orders
<br /> applicable to the ownership of its properties and the conduct of its operations.
<br /> Assignee has taken all action necessary to authorize the execution and delivery of this
<br /> Assignment Agreement, and this Assignment Agreement is a valid and binding
<br /> obligation of Assignee, enforceable in accordance with its terms, subject to applicable
<br /> bankruptcy, insolvency, reorganization, moratorium, or other law and equity principles
<br /> applied for the relief of debtors heretofore or hereafter enacted, to the extent that the
<br /> same may be constitutionally applied. Neither the execution and delivery of this
<br /> Assignment Agreement nor the consummation of the transactions contemplated
<br /> hereby will constitute a violation or breach of any provision of any contract or other
<br /> instrument to which Assignee is a party, or by which its Property is bound, or any
<br /> constitutional provision, statute, or ordinance, or any order, writ, injunction, decree,
<br /> rule, or regulation of any court or regulatory agency. No consent, order, authorization,
<br /> or other approval of any governmental body or agency is required in order for Assignee
<br /> to execute, deliver, and perform its obligations under this Assignment Agreement.
<br /> (e) The representations and warranties of Assignee in the City Loan Documents, as
<br /> applied to Assignee (to the extent such representations and warranties are applicable
<br /> to Assignee), are true and correct in all material respects as of the date hereof.
<br /> (f) To the best of Assignee's knowledge after due inquiry, no event of default under the
<br /> City Loan Documents, or event which with notice or the passage of time would
<br /> constitute such an event of default, has occurred and is continuing.
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