HomeMy WebLinkAboutContracts & Agreements_16-1996_CCv0001.pdf RECORDING REOUESTED BY AND
WHEN RECORDED RETURN TO:
Cox, Castle & Nicholson
2049 Century Park East, Suite 2800
Los Angeles, California 90067
Attention: Gary P. Downs, Esq.
(Space Above Line-For Recorder's Us—eGR7—y)
ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT (this "Agreement") is made this ,1 day of
April, 1996, by and among Fullerton Savings and Loan Association, a California corporation ("New
Borrower"), and Redlands-558, a California limited partnership (the "Original Borrower"):
WHEREAS, the Original Borrower refinanced, in part, the acquisition, development
and construction of that certain real property and certain related amenities commonly known as
Parkview Terrace Apartments, located in the City of Redlands, County of San Bernardino, California
(the "Project") through the use of funds made available to the City of Redlands (the "Issuer") for such
purpose through the issuance of those certain Variable Rate Demand Multifamily Housing Revenue
Refunding Bonds (Parkview Terrace Project) 1991 Series A (the "Bonds"), enabling the Issuer to
make a loan to the Original Borrower (the "Project Loan") in the principal amount of$22,650,000, in
accordance with the following documents:
1. The Loan Agreement among the Issuer, Bankers Trust Company of
California, National Association, as succeeded by First Trust of California, National Association (the
"Trustee"), and the Original Borrower, dated as of February 1, 1991;
2. The Regulatory Agreement and Declaration of Restrictive Covenants by and
among the Issuer, the Trustee and the Original Borrower, dated as of February 1, 1991;
3. The Deed of Trust, Assignment of Rents and Fixture Film,- executed by the
Original Borrower for the benefit of the Trustee, dated as of February 1, 1991;
4. The Developer Note executed by the Original Borrower for the benefit of the
Issuer, dated February 14, 1991; and
5. The Remarketing Agreement by and among PaineWebber Incorporated, the
Issuer and the Original Borrower, dated as of February 1, 1991.
The documents listed in paragraphs I through 5 above are herein called the "Bond
Documents." All terms used herein and not otherwise defined shall have the respective meaning
given to them in the Bond Documents.
WHEREAS, on the date hereof, the New Borrower acquired title in the Project from
the Original Borrower through foreclosure, which conveyance requires under the Bond Documents the
assumption by the New Borrower of the rights, duties and obligations of the Original Borrower under
the Bond Documents relating to the period from and after the date hereof; and
WHEREAS, the Trustee, the Issuer and the Bank of America National Trust and
Savings Association, as the credit enhancement provider for the Bonds (the "Bank"), are willing to
consent to the conveyance of the Project to the New Borrower and the assumption of all obligations of
the Original Borrower under the Bond Documents; and
WHEREAS, the New Borrower is willing to assume such obligations; and
WHEREAS, by execution of this Agreement, the Original Borrower and the New
Borrower will be in compliance with all the terms and conditions set forth in the Bond Documents for
the New Borrower's assumption of the Original Borrower's obligations under the Bond Documents,
and for the conveyance of the Project to the New Borrower,
NOW, THEREFORE, for good and valuable consideration, the sufficiency of which
is hereby acknowledged, the parties hereby agree as follows:
1. Upon and subject to the acquisition of the Project by New Borrower, New
Borrower agrees to assume and hereby does fully and unconditionally assume in full for the benefit of
the Issuer, the Trustee and the Bank all of the obligations of the Original Borrower under the Bond
Documents arising from and after the date hereof.
2. All correspondence and notices given or required to be given to the New
Borrower under the Bond Documents shall be addressed as follows:
Fullerton Savings and Loan Association
200 W. Commonwealth Avenue
Fullerton, California 92632
Attention: Thomas Meyer, Senior Vice President
3. Anything contained herein to the contrary notwithstanding, New Borrower is
not remaking any of the representations or warranties contained in the Bond Documents and shall
have no liability on account of the breach of any such representation or warranty by the Original
Borrower. It is acknowledged and agreed that by the acceptance of this Agreement and consent to the
transfer of the Project. the Issuer, the Trustee and the Bank do not waive (unless otherwise provided
in a consent by such parties) any of the provisions of the Bond Documents and all of the terms,
conditions, and provisions of the Bond Documents shall remain in full force and effect except as drie
same may be explicitly modified in such parties' consents,
4. The Original Borrower hereby represents, warrants and covenants that (a) to
its knowledge after due inquiry, it is not in default under any of the covenants, representations or
warranties contained in the Bond Documents, (b) all amounts owing under the Bond Documents are
current, and (c) it has not received any notice of default relating to amounts owing under the Bond
Documents.
GPDO"S 26&2 25194 1
5. The New Borrower hereby represents, warrants and covenants that it will
cause this Agreement to be recorded in the Official Records of the County of San Bernardino,
California. The New Borrower shall pay all fees and charges incurred in connection with such
recording. Within five (5) days following such recording, the New Borrower shall provide to the
Trustee and the Issuer satisfactory evidence of such recording.
6. By their consent to this Agreement, the Issuer, the Trustee and the Bank, each
for itself and to the extent required by the Bond Documents, consent to the New Borrower's
assumption of the Original Borrower's obligations under the Bond Documents relating to the period
after the date hereof, and consent to the sale, conveyance and transfer of the Project to the New
Borrower.
7. Ile parties to this Agreement agree that the Issuer, the Trustee and the Bank
are third party beneficiaries to this Agreement.
8. This Agreement may be executed in multiple counterparts, all of which, when
taken togetber, shall be deemed an original upon execution.
OPWWNS 2W:!251%8 1
ALL PURPOSE ACKNOWLEDGMENT
State of California
County of San Bernardino SS
City of Redlands
By the authority granted under Chapter 4, Article 3, Section 1181, of the California
Civil Code, and Chapter '-2, Division 3, Section 40914, of the California Government Code, on
April 22 , 1996 , before me, Imo `e Poyzer, City Clerk of the City of
Redlands, California, personally appeared Swen Larson
Ix I personally known to me -- OR -- t I proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) islare subscribed to the within instrument and acknowledged
to me that he/she/they executed the same in his/her/their authorized capacity(ies) and that by
hisilher/their signature(s) on the instrument the person(s), or entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
(SEAL)
ca
Lome yzer, C* erk
of
Ci f Redlands, California
(Area Code 909) 798-7531
CAPACITY CLAIMED BY SIGNER(S)
Individual(s) signing for on
Corporate Officer(s)
Title(s)
Company
Partner(s)
Partnership
Attorney-In-Fact
Principal(s)
Tntstee(s)
Trust
{x Other
Title(s) mayor
Entity(ies) Represented its' of Redlands
This certificate Title or type of document Assumption Agree-went
must he attached Number of Pages five
to the document Date of Document April 22 , 1996
described at right: Signer(s) other than named above First Trust of California ,
Bank of America, Fullerton Savings an Loan Association ,
Redlands-558 .
III WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.
"NEW BORROWER" FL LLERTON SAVINGS AND LOAN
ASSOCIATION, a California corporation
By:
Its:
By:
Its:
"ORIGINAL BORROWER" REDLANDS-558, a California limited
partnership
BY:
Its.
CONSENT
The undersigned hereby consent to the terms and conditions of the foregoing Assumption
Agreement. This Consent may be executed in multiple counterparts, all of which, when taken
together, shall be deemed an original upon execution.
DATED this 2 2 nddav of April, 1996
CITY OF REDLANDS..
Its: y
FIRST TRUST OF CALIFORNIA,
NATIONAL ASSOCIATION, as Trustee
By:
Its:
BANK OF AMERICA
By:
Its: