|
(g) Assignee has delivered to Lender for Lender's review and approval all material
<br /> contracts relating to the Property.
<br /> (h) Assignee has conducted its own inspections of the Property and is fully familiar with
<br /> the condition thereof. Assignee is not relying on any representations or statements by
<br /> or on behalf of Lender, express or implied, nor upon any duty of Lender to disclose
<br /> information concerning the Property(whether or not known to Lender), in acquiring the
<br /> Property and entering into this Assignment Agreement.
<br /> 6. Representations and Warranties of Assignor. In order to induce the Lender to
<br /> consent to the assignment and assumption provided for herein, Assignor hereby represents to
<br /> Lender that:
<br /> (a) Assignor is a non-profit corporation of the State of Washington duly organized and
<br /> validly existing under the laws of the State of Washington.
<br /> (b) The representations and warranties of the Assignor in the City Loan Agreement are
<br /> true and correct in all material respects as of the date hereof.
<br /> (c) Assignor has the full right, power, and authority to conduct all of the activities which
<br /> have been and are now being conducted by it in connection with the Project and as
<br /> contemplated by the Loan Agreement; to execute and deliver on behalf of the Assignor
<br /> this Assignment Agreement and all other documents being executed and delivered by
<br /> it on behalf of the Assignor pursuant to the Loan Agreement; to execute and perform
<br /> this Assignment Agreement; and to assign to Assignee the obligations of Assignor
<br /> under the Loan Agreement.
<br /> (d) There is no action, suit, or proceeding or any investigation pending or, to the best of
<br /> Assignor's knowledge after due inquiry, threatened against or affecting Assignor at law
<br /> 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 the Project or Assignor's
<br /> ability to assign its obligations to Assignee under the Loan Agreement.
<br /> (e) The Assignor 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
<br /> relating to the Project; and to the best of Assignor's knowledge after due inquiry, there
<br /> is no state of facts which is likely to create or cause a default or breach under any such
<br /> material lease, contract, agreement, commitment, instrument, or obligation.
<br /> (f) Assignor 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 Assignor and Assignee, enforceable in accordance with its terms, subject
<br /> to applicable bankruptcy, insolvency, reorganization, moratorium, or other law and
<br /> equity principles applied for the relief of debtors heretofore or hereafter enacted, to the
<br /> extent that the same may be constitutionally applied. Neither the execution and
<br /> delivery of this Assignment Agreement nor the consummation of the transactions
<br /> contemplated hereby will constitute a violation or breach of any provision of any
<br /> contract or other instrument to which Assignor is a party, or by which its Property is
<br /> bound, or any constitutional provision, statute, or ordinance, or any order, writ,
<br />
|