BY AND BETWEEN NATIONAL BROADCASTING COMPANY, A DELAWARE
CORPORATION ("GRANTOR"), NBC PLAZA L.P., A CALIFORNIA LIMITED PARTNERSHIP
("GRANTEE"), AND CITY OF BURBANK, A MUNICIPAL CORPORATION ("CITY"), AS RECORDED
SEPTEMBER 27, 1991 AS INSTRUMENT NO. 91-1534540 AND MODIFIED BY A DOCUMENT
ENTITLED
Exhibit E-4
"FIRST AMENDMENT TO DEVELOPMENT AGREEMENT FOR THE OLIVE-CALIFORNIA PROJECT
(PREVIOUSLY CALLED THE NBC PLAZA PROJECT) AMENDMENT TO PLANNED DEVELOPMENT 89-6"
DATED DECEMBER 20, 1996 AND RECORDED APRIL 21, 1997 AS INSTRUMENT NO. 97-596882.
PARCEL 3:
NON-EXCLUSIVE EASEMENTS, COVENANTS, CONDITIONS AND RESTRICTIONS FOR PEDESTRIAN
AND VEHICULAR INGRESS AND EGRESS, AS CREATED BY THAT CERTAIN "AGREEMENT FOR
GRANT OF EASEMENTS AND ESTABLISHMENT OF COVENANTS, CONDITIONS AND RESTRICTIONS
RECORDED IN THE OFFICIAL RECORDS ON NOVEMBER 24, 2003 AS INSTRUMENT NO.
03-3535733 ON, OVER, ACROSS AND THROUGH THOSE PORTIONS OF THE LAND SHOWN AS
PROPOSED PARCEL 1 OF THAT CERTAIN CERTIFICATE OF COMPLIANCE RECORDED MAY 22,
2001 AS INSTRUMENT NO. 01-868383.
Assessor's Parcel Number: 2483-023-452
Exhibit E-5
EXHIBIT F
ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS
THIS ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS (this "Assignment") is
made as of _______________ ___, 20__, by and between 3300 WEST OLIVE, LLC, a
Delaware limited liability company ("Assignor"), and P2 HUDSON MC PARTNERS, LLC,
a Delaware limited liability company ("Assignee").
WITNESSETH:
WHEREAS, pursuant to that certain Acquisition and Contribution Agreement dated
as of _________, 2012 (the "Agreement"), between Media Center Development, LLC,
a Delaware limited liability company and Hudson MC Partners, LLC, a Delaware
limited liability company (any term with its initial letter capitalized and not
otherwise defined herein having the meaning set forth in the Agreement),
Assignee has this date acquired from Assignor certain Land identified on
Schedule A attached hereto and the Improvements thereon; and
WHEREAS, under the terms and conditions of the Agreement, it was contemplated
that Assignor and Assignee would enter into this Assignment.
NOW, THEREFORE, in consideration of the premises herein contained and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto do
hereby agree as follows:
AGREEMENT:
1.
Assignor hereby irrevocably transfers, sets over, conveys and assigns to
Assignee the following described property:
(a)
All right, title and interest of Assignor as landlord under the Leases
which are identified on the rent roll attached hereto as Schedule B (the "Rent
Roll") and all Tenant Deposits made thereunder; and
(b)
All right, title and interest of Assignor in and to the Contracts, to the
extent assignable, and have not been excluded pursuant to the terms of the
Agreement.
TO HAVE AND TO HOLD all of the foregoing unto the Assignee, its successors and
assigns, from and after the date hereof, subject to the terms, covenants,
conditions and provisions contained herein.
2.
Assignee hereby accepts the foregoing assignment of Leases (including
Tenant Deposits made thereunder to the extent Assignee has received such Tenant
Deposits in cash pursuant to the Agreement or has been credited with such Tenant
Deposits pursuant to Article XII