RECEIVER'S ASSIGNMENT AND ASSUMPTION OF LEASE
This Receiver's Assignment and Assumption of Lease (this "Assignment") is made and entered into by and between the FEDERAL DEPOSIT INSURANCE CORPORATION, as Receiver for Washington Mutual Bank, formerly known as Washington Mutual Bank, FA ("Assignor"), and JPMORGAN CHASE BANK. NATIONAL ASSOCIATION, an entity organized underithe laws of the United States of America, ("Assignee").
RECITALS:
A. On September 25, 2008 the Office of Thrift Supervision closed Washington Mutual Bank and appointed the Federal Deposit Insurance Corporation as Receiver of the failed bank; and.
Assignor and Assignee are the parties to a Purchase and Assumption Agreement with the Effectiye Date of September 25, 2008 (the "P&A"), for the purchase and sale of certain assets of the failed bank; and,
Pursuant to Subsection 4.6 of the P&A, Assignor and Assignee desire the (i) delivery by Assignor to Assignee of an Assignment and Assumption of Lease, assigning the Lease (as defined herein) to Assignee, and (ii) assumption by Assignee of all obligations of Assignor under the Lease from and after the date hereof.
NOW, THEREFORE, in consideration of the premises and conditions contained herein, the consideration set forth in the P&A, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Pursuant to federal law, 12 U.S.C. Section 1821(d)(2)(G)(i)(II), Assignor hereby ASSIGNS to Assignee all rights, interests and estate of Assignor in, to and under that certain lease, sublease or tenancy (the "Lease") described on Exhibit "A" attached hereto and made a part hereof for all purposes, together with any and all agreements ancillary thereto which are beneficial to Assignee as lessee, sublessor or sublessee, as applicable, and Assignee hereby accepts the same and ASSUMES all of Assignor's obligations under the Lease, and Assignee agrees to reimburse Assignor for any security or other deposits Assignor has paid with respect to
2. The assignment of the Lease as set forth herein shall be and is hereby made by Assignor to Assignee without recourse and "as is" ", without representation or warranty, either express or implied, of any kind by Assignor, whether as to the effectiveness, enforceability, Lessor status, term, rental or other payments arising therefrom, or assignability of the Lease or any prior defaults of Assignorlor the Lessor under, or any and all other matters relating to, the Lease. Assignee hereby acknowledges that any and all leasing information of any type that furnished on the express condition that Assignee shall or would make an independent verificationlof the accuracy of any and all such information, all such information heing furnished arisen through trade. custom, or course of dealing with Assignor, and further hereby agrees that all disclaimers of warranties shall be construed liberally in favor of Assignor. (01-1413550vl
Assignee hereby ASSUMES and agrees to perform from this date forward all of Assignor's covenants and obligations contained in the Lease and hereby indemnifies and holds Assignor harmless from and against all liability, cost, loss, damage, or expense, including reasonable attorneys' fees, suffered or incurred by Assignor as a result of any alleged failure of Assignee to perform such covenants or obligations.
4. This Assignment shall be binding on and inure to the benefit of the parties hereto, their successors in interest and assigns.
5. This Assignment may be executed by Assignor and Assignee in duplicate counterparts, each of which counterparts shall be deemed an original, but which will evidence . one and the same instrument
and Assumpyrnor ease a E, 2 aliy here aver, ecued this Receivers Assignment ASSIGNOR:
FEDERAL DEPOSIT INSURANCE CORPORATION, as
Receiver for Washington Mutual Bank, formerly known as
Washington Mutual Bank, FA
By: JPMorgan Chase/Ank, National Association
By:
Name: George C. Ros
Title: Executive Vice President
ASSIGNEE:
PMORGAN CHASE BANK NATIONA
By:
Name: George C. Ross
Title: Executive Vice President
C01-1413550v1
ACKNOWLEDGMENTS
STATE OF NEW YORK
COUNTY OF NEW YORK
This instrument was adknowledged before me on December 22, 2008, by GEORGE C.
ROSS, Executive Vice President of JPMorgan Chase Bank, National Association, as Attorney in Fact for the Federal Deposit Insurance Corporation, as Receiver for Washington Mutual Bank, formerly knowni as Washington Mutual Bank, FA, on behalf of said entity.
COPHIA BRYAN
NOTARY PUBLIC, State of New York
No. 01BR6042226 oblo
Castified in Oreans County Totary Public, State of New Kork Artilichla Filed in Now Vort
Commistion Expiros Septembar 11.20 LO
STATE OFINEW YORK
COUNTY OF NEW YORK
This instrument was acknowledged before me on December da 2008, by GEORGE C.
ROSS. Executive Vice President of JPMorgan Chase Bank, National Association, on behalf of said National Bank.
SOPHIA BRYAN
NOTARY PUBLIC, Stato of Now Yori sephe Bye
No. (BRED: 026
CrAShedlin Cageroy: Coenty
Corded Fled in Now York
Commission Expires September 11, 20/O
CO1-1413550vl
EXHIBIT "A"
That certain ACREA Standard Industrial/Commercial Single-Tenant Lease - Net berween Washington Mutual Bank, as lessee, and Tegner Joint Tenancy (as successor in interest to Virginia Tegner Spurgin Investment Company, LLC), as lessor, dated December 19, 2006, covering premises located at 1333 Fourth Street, Santa Monica, California 90401.
BID # 1643
LD 2666
001141355 - 4.
:
Exhibit "A"
Monthly Base Rent Payment Schedule
Months 1-12 of Original Term:
Name of Party Monthly Base Rent Payment
Virginia Tegner Spurgin Investment Company, LLC $19,355.56 Karl E. Schober $14,888.89
Boys' and Girls' Club of Santa Monica, Inc. $4,466.67
Shriner's Hospitals for Children $4,466:67
Santa Monica Young Men's Christian Association $744.44
YWCA Santa Monica/Westside $744.44
TOTAL $44,666.67
Months 13-24 of Original Term:
Name of Party Monthly Base Rent Payment
Virginia Tegner Spurgin Investment Company, LLC $19,936.23 Karl E. Schober $15,335.56
Boys' and Girls' Club of Santa Monica, Inc. $4,600.67
Shriner's Hospitals for Children $4,600.67
Santa Monica Young Men's Christian Association $766.77
YWCA Santa Monica/Westside $766.77
TOTAL $46,006.67
LACA_778002.6
Months 25-36 of Original Term:
Name of Party Monthly Base Rent Payment
Virginia Tegner Spurgin Investment Company, LLC $20,534.32 Karl E. Schober $15,795.63
Boys' and Girls' Club of Santa Monica, Inc. $4,738.69
Shriner's Hospitals for Children $4,738.69
Santa Monica Young Men's Christian Association $789.77
YWCA Santa Monica/Westside $789.77
TOTAL $47,386.87
Months 37-48 of Original Term:
Name of Party Monthly Base Rent Payment
Virginia Tegner Spurgin Investment Company, LLC $21,150.36 Karl E. Schober $16,269.50
Boys' and Girls' Club of Santa Monica, Inc. $4,880.85
Shriner's Hospitals for Children $4,880.85
Santa Monica Young Men's Christian Association $813.46
YWCA Santa Monica/Westside $813.46
TOTAL $48,808.48
22 LACA_778002.6
Months 49-60 of Original Term:
Name of Party Monthly Base Rent Payment
Virginia Tegner Spurgin Investment Company, LLC $21,784.88 Karl E. Schober $16,757.59
Boys' and Girls' Club of Santa Monica, Inc. . $5,027.27 Shriner's Hospitals for Children $5,027.27
Santa Monica Young Men's Christian Association $837.86
YWCA Santa Monica/Westside $837.86
TOTAL $50,272.73
23 LACA_778002.6