CHFA LOAN CLOSING - Laserfiche WebLink

F. Transferor and Transferee are entering into an Assignment of Lease under which Transferor will assign to Transferee all of Transferor's interest in the Property. The City of Pleasanton will convey to Transferor by grant deed and bill of sale all its interest in the Improvements constructed on the Property. Transferor will convey to Transferee by grant deed and bill of sale all its remaining interest in the Property. In consideration of this transfer, Transferee will assume all liabilities of Transferor under the Note, Depository Agreement and Firm Commitment. G. Transferor's conveyance of its interest in the Property and Improvements thereon to Transferee is conditioned on Lender's agreement to release Transferor from all liabilities and obligations whatsoever under the Note, and on Lender's agreement not to accelerate all or any part of the unpaid balance under the Note in connection with the proposed transfer. H. Lender will retain all rights which it now has under the Firm Commitment, Note and Depository Agreement. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Assumption of Liability. Transferee hereby assumes and agrees to pay the obligations contained in the Note secured by the Depository Agreement, provided that, notwithstanding any other provision of this Agreement or the Note, the Transferee shall not be personally liable under the Note. 2. Firm Commitment Obligations. Transferee hereby assumes and agrees to carry out all covenants and obligations of Transferor, and to accept all conditions applicable to Transferor under the Firm Commitment. 3. Lender Consent and Release. Lender hereby consents to the transfer of the Property and Improvements for which the Firm Commitment was issued and the Note and Depository Agreement were made, and waives any right to accelerate all or part of the unpaid balance of the Note by reason of such transfer; provided, however, that this consent shall not adversely effect the rights of Lender (CHFA) under the Depository Agreement and shall not waive the Lender's right to require consent to any future transfer. Lender further releases the Transferor from any and all liability on or under the Note. This release of Transferor shall become effective only on the later of: (a) the date recorded title to the Property and Improvements are transferred to Transferee, or (b) the date Transferee executes this Agreement. 4. Assignment By Transferor. Transferor transfers and assigns to Transferee all of its right, title and interest in and to any and all refunds and credits that may at any time accrue under the Firm Commitment or Depository Agreement. 20b:CHFAasmp.RVC 2 (10/26/89)