Assignment of Lease and Consent

THIS ASSIGNMENT made as of       between       (the "Tenant"),       (the "Assignee") and       (the "Landlord").

WHEREAS by a lease dated       (the "Lease") made between the Landlord and the Tenant, the Landlord leased to the Tenant the lands and premises municipally known as       (the "Premises") for a term of    from       to       subject to the terms and conditions contained therein;

AND WHEREAS the Tenant wishes to assign to the Assignee, and the Assignee wishes to receive, an assignment of all of the Tenant¡¯s right, title and interest in and to the Lease;

AND WHEREAS in accordance with the terms and conditions of the Lease, the Landlord must give its prior written consent to the assignment by the Tenant of the Tenant¡¯s rights in the Lease, which consent the Landlord is prepared to give;

NOW THIS AGREEMENT WITNESSES that in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.                  The Tenant hereby assigns to the Assignee all of its leasehold interest in the Premises, together with the residue unexpired of the term of the Lease and all benefit and advantages to be derived therefrom, to have and to hold the same unto the Assignee, its successors and assigns, subject to the payment of the rent and the observance and performance of the tenant¡¯s covenants and conditions contained in the Leases.

2.                  The Tenant hereby represents and warrants to the Assignee that:

(a)               notwithstanding any act of the Tenant, the Lease is a good, valid and subsisting lease, and that the rents thereby reserved have been duly paid up to      , and the covenants and conditions contained therein have been duly paid and performed by the Tenant up to the date hereof;

(b)               the Tenant has not received any notice to terminate the Lease nor has the Tenant given any notice to the Landlord to terminate the Lease;

(c)               the Tenant has the full right, power and absolute authority to assign the Lease and the its interest in the Premises in the manner aforesaid, according to the true intent and meaning of this assignment;

(d)               subject to the payment of rent under the Lease, and the tenant¡¯s covenants and the conditions contained in the Lease, the Assignee may enter into and upon and hold and enjoy the Premises for the residue of the term granted by the Lease and every renewal thereof for its own use and benefit, without any interruption of the Landlord or any other person whomsoever claiming or to claim by, through or under the Landlord;

(e)               the Tenant has not given to the Landlord any notice in writing of its intention to renew the term of the Lease.

3.                  The Tenant shall and will from time to time at the request and cost of the Assignee execute such further assurances of the Premises as the Assignee shall reasonably require.

4.                  The Assignee covenants to be bound by all the terms, covenants, conditions and obligations in the Lease as if the Assignee had entered into the Lease with the Landlord and as if the Assignee were the original tenant under the Lease.

5.                  The Landlord hereby consents to this assignment from the Tenant to the Assignee and acknowledges that the Lease is in good standing, valid and subsisting and the right to renew the Lease is valid and binding and available to the Tenant and the Landlord has not a present intention to terminate the Lease. Provided however, that this consent is restricted to the Assignee and that save as aforesaid, the prohibition against assigning or subletting in the Lease shall remain in full force and effect.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

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