This Lease Assignment Agreement involves
Title: ASSIGNMENT OF TENANT LEASES AND SECURITY DEPOSITS
Colonial Square Associates
Fort Myers, Florida
ASSIGNMENT OF TENANT LEASES AND SECURITY DEPOSITS
This ASSIGNMENT OF TENANT LEASES AND SECURITY DEPOSITS (the “ Assignment ”) is made and entered into this 5th day of November, 2010 by COLONIAL SQUARE ASSOCIATES, L.L.C., a Florida limited liability company (“ Assignor” ) and INLAND DIVERSIFIED FORT MYERS COLONIAL SQUARE, L.L.C., a Delaware limited liability company (“ Assignee ”).
R E C I T A L S :
Assignor and Assignee have entered into that certain letter agreement dated as of July 16, 2010, as amended (the “ Agreement ”) relating to the sale of that certain tract of land together with the improvements thereon (the “ Property ”) located in Fort Myers, Florida, and being legally described in Exhibit A , attached hereto and made a part hereof.
Assignor is the landlord under various leases (“ Leases ”) for commercial spaces on the Premises which Leases are identified on the rent roll (“ Rent Roll ”) attached hereto as Exhibit B and made a part hereof, which Assignor certifies is true and correct.
Pursuant to the terms of certain Leases, certain tenants thereof have paid to Assignor certain security deposits (“ Security Deposits ”), which are listed on the Rent Roll.
Assignor desires to assign and transfer all of its right, title and interest in the Leases, including all rents (“ Rents ”), due or to become due under the Leases on or after November 5, 2010 (“ Proration Date ”), and in the Security Deposits, to Purchaser in accordance with the terms herein set forth.
NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Recitals; Defined Terms . The foregoing recitals are acknowledged to be accurate and are incorporated herein by reference. Capitalized terms used in this Assignment and not defined herein but defined in the Agreement shall have the meanings given to such terms in the Agreement.
Assignment . Assignor hereby absolutely sells, assigns, transfers and conveys all of its right, title and interest in and to the Leases, the Rents and the Security Deposits to Assignee. Assignor represents and warrants to Assignee that as of the date hereof and the Proration Date, except as may be set forth in Exhibit C , (i) the Leases are in full force and effect, there exist no defaults by Assignor under the Leases and Assignor has fully performed all of its obligations under the Leases through the Proration Date and (ii) that Assignor has not previously sold, conveyed or
assigned, or purported to sell, convey or assign, the Leases or Rents absolutely or for security, except to the mortgagee of record, if any, which assignment shall be released at closing of the sale of the Premises to Assignee.
Assignor shall retain all rights to collect any amounts accrued but unpaid as of the Proration Date. If any tenant should remit any such amount to Assignee, Assignee shall pay such amount to Assignor, when collected by Assignor. The first monies received by Assignee from each tenant after the Proration Date shall be applied first to current rents and other amounts due (unless specially designated by the tenant) and thereafter shall be applied to rents and other amounts due in arrears. Assignor reserves all claims and causes of action against tenants and others who are in arrears as of the Proration Date (other than the right to terminate such tenant’s lease or its right of possession), and Assignee shall reasonably cooperate with Assignor (at Assignor's expense) in pursuing such arrearages and shall promptly remit arrearages and other sums due to Seller upon receipt thereof.
Assignee Assumption and Indemnification . Assignee hereby assumes all of Assignor’s obligations under the Leases solely to the extent that such obligations first arise and accrue and relate solely to acts or omissions first occurring on or after the Proration Date and hereby ass