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ASSIGNMENT AND ASSUMPTION OF LEASES
<br />This Assignment And Assumption Of Leases (this "Assignment") dated as of
<br />, 2018 (the "Effective Date"), is entered into by and between the City of South
<br />Bend, acting by and through its Board of Public Works (the `Board"), and Michigan Street Shops,
<br />LLC, an Indiana limited liability company with its principal place of business at 4100 Edison
<br />Lakes Parkway, Suite 350, Mishawaka, Indiana 46545 (the "Company") (each a "Party" and
<br />collectively the "Parties").
<br />RECITALS
<br />A. The City of South Bend (the "City"), through its governing bodies, has constructed,
<br />equipped, maintained, and operated the parking facilities located at 109 W. Jefferson Boulevard
<br />(the "Leighton Garage") and 121 E. Wayne Street (the "Wayne Street Garage") (collectively, the
<br />"Garages").
<br />B. The Board holds legal title to the Garages and, pursuant to the Assignment And
<br />Assumption Of Garage -Related Agreements dated September 27, 2016, accepted from the South
<br />Bend Redevelopment Commission (the "Commission") the assignment of certain leases of
<br />storefront retail space in the Michigan Street Shops (the "Leases"). Following the Board's
<br />assumption of the Leases on September 27, 2016, certain of the Leases were amended.
<br />C. In accordance with Section 11 of the Real Estate Purchase Agreement between the
<br />Commission and the Company (as assignee of Cressy & Everett Commercial Corporation, doing
<br />business as Newmark Grubb Cressy & Everett) dated August 10, 2017, as amended from time to
<br />time (collectively, the "Purchase Agreement"), the Company desires to assume all of the Board's
<br />rights, powers, privileges, reservations, obligations, liabilities, and duties under the Leases (as the
<br />same have been amended from time to time).
<br />NOW, THEREFORE, in consideration of the premises, the mutual covenants and
<br />agreements contained herein and other good and valuable consideration, the receipt and sufficiency
<br />of which are hereby acknowledged, the Board and the Company, intending to be legally bound,
<br />agree as follows:
<br />AGREEMENT
<br />1. Assignment. The Board hereby assigns, sets over, transfers, grants, and conveys
<br />unto the Company, its successors and assigns, without recourse, all of the Board's rights, powers,
<br />privileges, reservations, obligations, liabilities, and duties, of any kind or character, including but
<br />not limited to the right to recover unpaid rent and any amounts due and owing to lessor, as the
<br />lessor under the following Leases:
<br />(a) Lease by and between the Commission and J Weldy, LLC, as successor -in -
<br />interest to Bruno Cataldo, dated August 1, 2010, as amended by the Second
<br />Amendment to Lease, dated January 13, 2014, and the Third Amendment
<br />to Lease, dated November 22, 2016, collectively attached hereto in reverse
<br />chronological order as Exhibit 1;
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