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Exhibit
10.16
This instrument prepared by
and return to:
Law Offices of Clay Lorinsky,
Inc.
12424 Wilshire Blvd., Ste.
1200
Los Angeles. CA 90025
ASSIGNMENT OF
LESSEE’S INTEREST IN LEASE
AND ASSUMPTION
AGREEMENT
THIS ASSIGNMENT OF
LESSEE’S INTEREST IN LEASE AND ASSUMPTION AGREEMENT
(“the Agreement”) dated as of the 2 nd day of June, 2005, by and between
TEXTILE UNLIMITED CORPORATION, a California corporation, E & J
TEXTILE GROUP, INC., a California corporation and JOHNESTER
KNITTING, INC., a California corporation (collectively,
“Assignor”), and AMERICAN APPAREL DYEING &
FINISHING, INC, a California corporation
(“Assignee”).
WHEREAS, pursuant to a
Standard Industrial/Commercial Single-Tenant Lease-Net Agreement
dated for reference purposes June 9, 2004 (the
“Lease”), by and between CEG HAWTHORNE, LLC, CEG
HAWTHORNE I, LLC, CEG HAWTHORNE 2, LLC, CEG HAWTHORNE 3,
LLC, CEG HAWTHORNE 4, LLC, CEG HAWTHORNE 5, LLC., CEG HAWTHORNE 6,
LLC, each a Delaware limited liability as assignee of Titan Real
Estate investment Group, Inc., a California corporation
(“Owner”), as lessor, and Assignor, as lessee. Owner
leased unto Assignor the real property located at 12537 Cerise
Avenue, Hawthorne, California (the
“Premises”).
FOR GOOD AND VALUABLE
CONSIDERATION, the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee agree, as of the date hereof,
as follows:
Assignor hereby assigns,
grants, bargains, sells, conveys, transfers, sets over and delivers
to Assignee, its successors and assigns, from the date hereof, and
subject to the terms, covenants, conditions, rents and provisions
of the Lease, all Assignor’s right, title and interest in and
to the Lease, including, without limitation, Assignor’s
leasehold interest (including, without limitation, Assignor’s
interest in the improvements constructed on the
Premises).
Assignee hereby accepts the
foregoing assignment and assumes the performance of and agrees to
perform, each and all of the terms, covenants, provisions,
conditions, agreements, obligations, and liabilities of Assignor
under the Lease arising, occurring or accruing on or subsequent to
the date of this Agreement.
1
Assignor represents and
warrants that it has full right, power and authority to enter into
this Agreement; and that the Lease has not been heretofore amended,
modified or assigned by Assignor.
Assignee hereby agrees to
indemnify, defend and hold harmless Assignor from any claim,
demand, suit, cause of action, damage, liability, loss, cost and
expense, including, without limitation, reasonable attorneys’
fees and expenses, that Assignor may sustain by reason of
Assignee’s failure to keep and perform all of lessee’s
obligations under the Lease to be kept and performed by Assignee on
or after the date hereof.
Assignor hereby agrees to
indemnify, defend and hold harmless Assignee from any claim,
demand, suit, cause of action, damage, liability, loss, cost and
expense, including, without limitation, reasonable attorneys’
fees and ex
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