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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 ”).
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 hereo