ASSIGNMENT AND ASSUMPTION OF
LEASE
AGREEMENT
dated as of the 19th day of September, 2005, between SUTTON HILL
CAPITAL L.L.C., a New York limited liability company, having an
office at 120 North Robertson Blvd., 3 rd Floor, Los Angeles, CA 90048
(“Assignor”) and SUTTON HILL PROPERTIES, LLC, a Nevada
limited liability company, having an office at c/o Reading
International Inc., 500 Citadel Drive, Suite 300, Commerce, CA
90040 (”Assignee”).
WHEREAS,
the Assignor is the tenant under a ground lease dated
February 9, 1961 between Assignee, as successor-in-interest to
Andrew C. Mayer, Berna L. Osnos, Francis M. Perlman and Richard
Heller, Frances H. Cahen and Phillis H. Rosenthal, as Trustees
under the Last Will and Testament of Isaac S. Heller, deceased, as
landlord (the “Landlord”), and Turtle Bay Theatre
Corporation, as tenant, a Memorandum of which was recorded in the
Office of the City Register, New York County (the
“Office”) on August 14, 1961, in liber 5159, cp
151, as assigned by Cinema 5 Ltd. to Sutcin Holding Corp. by
assignment dated as of December 31, 1984, recorded in the
Office on February 26, 1985 in reel 880, page 1155, by Sutcin
Holding Corp. to Sutton Hill Associates by unrecorded assignment
dated as of July 3, 1986 and by Sutton Hill Associates to
Assignor by Assignment dated July 28, 2000, and recorded on
September 19, 2000 in reel 3160, page 2497, and as amended by
Extension and Modification of Lease Agreement dated as of
June 1, 2005 between Assignee’s predecessor-in-interest
and Assignor, a Memorandum of which was recorded in the Office on
June 10, 2005 under CRFN 2005000338999 (collectively, the
“Lease”), covering the parcel of land located at
1001-1007 Third Avenue, New York, New York, as more particularly
set forth on Exhibit A annexed hereto (the
“Premises”).
NOW,
THEREFORE, in consideration of the mutual promises herein contained
and other good and valuable considerations, receipt of which is
hereby acknowledged, the Assignor hereby assigns, conveys and
transfers to the Assignee, its successors and assigns, all of
Assignor’s right, title and interest in and to the
Lease.
TO
HAVE AND TO HOLD the same unto the Assignee, its successors and
assigns, from this day forward for the remainder of the term of the
Lease, as same may be modified or extended.
Assignee
hereby assumes the performance of all the terms, covenants and
conditions of the Lease on the part of the tenant arising after the
date hereof.
It
is the intention of the parties hereto that, notwithstanding
Assignee’s ownership of the fee interest of the Premises and
of the Landlor
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