in the Office on
October 25, 2006, as Instrument No. 06-2368098, as assigned to LaSalle by the
LaSalle Assignment, and as amended and restated by that certain Amended and
Restated Assignment of Leases and Rents and Security Deposits by and between
Grantor and Lender, to be recorded in the Office prior to the recording of this
Grant Deed.
3.
UCC-1 Financing Statement by Grantor, as Debtor, and Lender, as Secured Party,
to be recorded in the Office prior to the recording of this Grant Deed.
NOTE: BANK OF AMERICA NATIONAL ASSOCIATION IS SUCCESSOR BY MERGER TO LASALLE
BANK NATIONAL ASSOCIATION, BY VIRTUE OF A MERGER EFFECTIVE AS OF OCTOBER 17,
2008.
3
STATE OF NEW YORK
)
) §
COUNTY OF NEW YORK
)
On
, 20_______, before me,
, a Notary Public, personally
appeared
who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph is true and correct
WITNESS my hand and official seal.
Signature of Notary
(Affix seal here)
4
EXHIBIT B
BILL OF SALE
BILL OF SALE
MONDRIAN HOLDINGS LLC, a Delaware limited liability company (the "Assignor"), in
consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, does hereby quitclaim unto
, a
(the
"Assignee"), all of Assignor's right, title and interest in and to all of the
furniture, furnishings, fixtures, equipment and other tangible personal property
described in Exhibit A attached hereto and made a part hereof (collectively, the
"Personal Property") that is now affixed to and/or located at the real property
described in Exhibit B attached hereto and made a part hereof (the "Real
Property").
TO HAVE AND TO HOLD the Personal Property unto Assignee and Assignee's heirs,
legal representatives, successors and assigns forever.
ASSIGNOR REPRESENTS AND WARRANTS TO ASSIGNEE THAT:
(i)
ASSIGNOR IS THE OWNER OF THE PERSONAL PROPERTY;
(ii)
OTHER THAN FOR ANY LIEN IN FAVOR OF BANK OF AMERICA, NATIONAL ASSOCIATION, AS
SUCCESSOR BY MERGER TO LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE
BENEFIT OF THE HOLDERS OF WACHOVIA BANK COMMERCIAL MORTGAGE TRUST, COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-WHALE 8 (THE "LENDER"), THE
PERSONAL PROPERTY IS FREE AND CLEAR OF ANY AND ALL LIENS, LEASES AND ANY AND ALL
OTHER ENCUMBRANCES OR INTERESTS IN FAVOR OF ANY THIRD PARTY; AND
(iii)
AS TO THE PHYSICAL CONDITION OF THE PERSONAL PROPERTY, THE PERSONAL PROPERTY IS
BEING QUITCLAIMED "AS IS", "WHERE IS", AND "WITH ALL FAULTS" AS OF THE EFFECTIVE
DATE OF THIS BILL OF SALE, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER AS
TO ITS CONDITION, FITNESS FOR