ASSIGNMENT AND ASSUMPTION
OF LEASE LANDLORD CONSENT AND LEASE MODIFICATION
AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF LEASE
LANDLORD CONSENT AND LEASE MODIFICATION AGREEMENT
(the “
Assignment ”) is made as of February 22,
2007 among The New York Mortgage Company, LLC. (“
Assignor ”), Tribeca Lending Corporation
(the “ Assignee ”), and First States
Investors 5200 LLC (“ Landlord
”).
RECITALS
WHEREAS , the Landlord and the Assignor executed that
certain Office Lease Agreement dated as of June 21, 2005, as
amended by that certain First Amendment to Office lease dated as of
September 30, 2005 (the “ Lease ”) by
which the Landlord leased certain premises to the Assignor of
approximately 14,070 rentable square feet located in the office
building at 1125 Route 22 West, Bridgewater, New Jersey, as more
fully described therein (the “ Premises
”);
WHEREAS , Assignor wishes to assign and transfer all of
its right, title and interest in and to the Premises and Lease to
Assignee, and Assignee is willing to assume all of the obligations
of Tenant under the Lease arising after the date hereof;
WHEREAS , Landlord’s consent to such assignment is
required pursuant to the terms of the Lease, and the Landlord has
agreed to consent to such assignment;
WHEREAS , concurrently with this Assignment, in
consideration of Landlord releasing Assignor from its obligations
to Landlord under the Lease, Assignee’s parent, Franklin
Credit Management Corporation (“Franklin”), has
executed and delivered to Landlord a guaranty of the Lease (the
“Franklin Guaranty”);
NOW, THEREFORE , in consideration of the foregoing premises,
and Ten Dollars ($10.00) and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1.
Assignment . Assignor hereby gives, grants, assigns,
transfers, sets over and conveys to the Assignee its entire right,
title and interest in and to the Premises and the Lease (including,
without limitation, any security deposits posted pursuant thereto
and any rights or options granted to tenant thereunder), effective
as of the date hereof (the “ Effective
Date ”), and the Landlord hereby
consents to such assignment subject to all of the terms and
conditions herein contained.
2.
Assignor’s
Representations and Warranties . Assignor hereby represents warrants and
covenants to the Landlord and Assignee that: (a) it is the Tenant
under the Lease; (b) subject to obtaining Landlord’s consent
contained in paragraph 1 hereof, it has the full right, power and
authority to execute and deliver this Assignment and to consummate
the transaction provided for herein and such execution, delivery,
performance and consummation have been duly authorized by all
necessary action on the part of Assignor, and will not conflict
with, result in the breach of, or entitle any party to terminate or
call a material default with respect to the Lease; (c) it has not
assigned, encumbered, pledged, mortgaged or otherwise transferred
its interest in the Lease nor subleased the Premises or entered
into any other occupancy agreement for such space, and that this
assignment is made free and clear of the rights of any other party;
(d) a true, correct and complete copy of the Lease is attached
hereto as Exhibit A ; it has received no
notices of default from Landlord with respect to the Lease and, to
its knowledge, no default or event of default currently exists nor
will exist with notice, the passage of time, or both; (e) all rent
and other payments payable under the Lease on account of time
periods on or before the Effective Date have been paid in full, or
to the extent such amounts are not yet ascertainable shall be paid
promptly when known to Assignor; (f) there exists no event or
circumstance, which with the giving of notice or passage of time,
or both, would constitute an event of default under the Lease;
(g) except as specifically stated herein, Assignor has not
amended the Lease; and (h) None of Assignor or its affiliates (i)
is a Person whose property or interest in prop
