ASSIGNMENT AND ASSUMPTION OF LEASE
AND CONSENT OF LANDLORD
This Assignment and Assumption of Lease and Consent of Landlord is
entered into as of March 14, 2006, by and among ISAP, Inc., referred to as
"Tenant" in this Agreement; Custom Federal, Inc., a California corporation,
referred to as "Assignee" in this Agreement; and Fifth & laurel Associates, a
California limited partnership, referred to as "Landlord" in this Agreement.
Recitals
A. Whereas, Tenant is the Tenant under that certain Office Lease
Agreement (the "Lease") dated October 4, 2004, and all other documents
pertaining thereto between Landlord and Tenant, for the lease of the premises
located at 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx, and more
particularly described in the Lease attached hereto and incorporated herein by
this reference.
B. Whereas, effective as of April 1, 2006 Tenant desires to transfer,
assign and set over to Assignee and Assignee desires to acquire and assume all
of Tenant's right, title and interest in, to and under the Lease.
C. Whereas, Landlord agrees to the assignment by Tenant and assumption
by Assignee of said Lease and the release of Tenant from all obligations under
the Lease.
NOW, THEREFORE, for value consideration, receipt of which is hereby
acknowledged, the parties agree as follows:
AGREEMENT
1. Assignment of Lease. Tenant hereby assigns, sells, and conveys and
otherwise transfers to Assignee all of Tenant's right, title and interest as
tenant or lessee in, to and under the Lease (including but not limited to any
security deposit, prepaid rent and all options and rights contained therein, and
all subleases of the Premises) which is dated October 4, 2004, for the premises
commonly known as and more particularly described therein. Said lease and all
amendments thereto are referred to as the "Lease" and the premises therein
demised is referred to as the "Premises" in this Agreement. A copy of the Lease
(including all amendments thereto, if any) are attached as Exhibit "A" to this
Agreement and Tenant warrants such copy to be a true and correct copy of the
entire agreement between Landlord and Tenant with respect to the Premises. This
assignment of Tenant's right, title and interest in the Lease to Tenant's
Assignee shall be effective on April 1, 2006 (the "Effective Date"), provided
that Landlord consents thereto as evidenced by its execution of this Agreement
in the space set forth below.
2. Assumption of Lease. Assignee hereby accepts all of Tenant's right,
title and interest in and to the Lease and assumes and agrees to perform all
corresponding obligations, terms, covenants, conditions and agreements under the
Lease on, from and after the Effective Date. Assignee acknowledges that Assignee
has inspected the Premises and knows the present condition thereof and accepts
the Premises in the condition disclosed by such inspection. Further, Assignee
acknowledges that Landlord has made no representation concerning the condition
of the Premises, expressed or implied, and Assignee does not accept the Premises
in reliance upon any such representation or any nondisclosure on the part of
Landlord or Landlord's agents or employees.
3. Consent of Landlord. Landlord hereby consents to the foregoing
assignment of Tenant's right, title and interest in the Lease to Assignee and
the corresponding acceptance thereof and assumption of Tenant's obligations,
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terms, covenants, conditions and agreements made under the Lease by Assignee
subject to all of the terms, covenants, conditions and agreements set forth in
this Agreement, and provided that Tenant shall not be in default in the
performance of its obligations, terms, covenants, conditions and agreements
under the Lease at any time prior to the Effective Date. Landlord shall in no
event be required to charge or credit or make any other adjustment, as between
Tenant and Assignee, on account of any other sums paid either before or after
the Effective Date under the Lease by Tenant or Assignee with the exception of
any balances that may be owed for rent, utilities or building operating
expenses, if any. Landlord's consent to the assignment of Tenant's right, title
and interest in and to the Lease set forth herein shall not be construed as a
waiver of Landlord's right to reasonably refuse consent to any future proposed
assignment nor as a waiver of any other rights which Landlord is provided under
the Lease upon the occurrence of any proposed or purported future assignments or
subletting of the Premises.
4. Release of Tenant. Provided that Tenant shall not default in the
performance of its obligations, terms, covenants, conditions and agreements
under the Lease at any time prior to the Effective Date, upon the Effective
Date, Landlord hereby releases Tenant from any and all obligations and
liabilities in and under the Lease and agrees that Landlord shall look solely to
Assignee or any obligor of such Lease for performance of such obligations,
terms, covenants conditions and agreements under the Lease.
5. Personal Guaranty. The existing limited Guarantee of the ISAP Lease
executed by Xxxxx X. Xxxxx, for the payment of rent only, not to exceed $61,000,
as set forth in that certain Guarantee of Lease dated October 4, 2004 (the
"Guarantee") shall remain in full force. The Landlord hereby agrees to review
the request for a change in the guarantor of the lease at a later date once a
history of performance can be established.
TENANT ASSIGNEE
ISAP, INC. CUSTOM FEDERAL, INC.
/s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx
By: Xxxxx X. Xxxxx By: Xxxxx X. Xxxxx
Its: President Its: President
LANDLORD
FIFTH & LAUREL ASSOCIATES
A California limited liability corporation
By: XX Xxxxxxxx Development, Inc.
A California corporation, Managing member
/s/ Xxxxxx X. Xxxxxxxx
By: Xxxxxx X. Xxxxxxxx, President
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