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 hereo