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2004123:4 NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, and in consideration of the premises and the mutual covenants, conditions and agreements contained herein: 1. Assignment: _ Assignor hereby transfers, sets over and assigns to Assignee all right, title and interest of Assignor in and to the Lease and the Premises, TO HAVE AND TO HOLD the same to Assignee, its successors and assigns forever, subject to all exceptions to title set forth on Exhibit "C" attached hereto ( "Permitted Exceptions "). Assignor and Assignee expressly acknowledge and intend for this transfer and conveyance to be an absolute and complete assignment of all right, title and interest under the Lease, and not a sublease. Assignor does not retain any reversionary interest in the Lease or the Premises and expressly disclaims any and all implied reversionary interests which may exist at law or otherwise. 2. Acceptance of Assi nom: Assignee accepts the assignment of the Lease and assumes and agrees to perform and discharge all of the covenants, terms, conditions and provisions to be kept, observed and performed by the lessee under the Lease on and after the Effective Date, including, without limitation, the payment of all rents, additional rents and other charges payable under the Lease. Assignee agrees to indemnify, defend, and hold Assignor harmless from the same, and agrees to indemnify, defend and hold Assignor harmless from any loss, attorney's fees, expenses, or claims arising out of or related to Assignee's failure to perform any obligations of the lessee under the Lease that arise or accrue on or after the Effective Date. Assignor assigns the Lease and its interest in the Premises, and Assignee accepts the Lease and its interest in the Premises "AS IS ", except as specified in the Purchase Contract between Assignor and Assignee dated June 2, 2004, as amended. Nothing herein shall obligate Assignee to assume or pay any rent, fee, charge, expense or adjustment attributable to any obligations of the lessee under the Lease which shall have arisen or accrued prior to the Effective Date. Assignor agrees to indemnify, defend, and hold Assignee harmless from the same, and agrees to indemnify, defend and hold Assignee harmless from any loss, attorney's fees, expenses, or claims arising out of or related to Assignor's failure to perform any obligations of the lessee under the Lease that arise or accrue before the Effective Date. 3. No Merger: In the event Assignor is also the owner of fee title to the Premises and is conveying such fee title in the Premises to Assignee as of the Effective Date, the acquisition by Assignor (or any of Assignor's predecessors in interest to the Lease) of fee simple title to the Premises was not intended and shall not be deemed to have effected a merger of the fee estate and the leasehold estate created by the Lease in the Premises; and this assignment of the Lease and the conveyance to Assignee of the fee title to the Premises as of the Effective Date is not intended and shall not be deemed to effect a merger of title in Assignee, but rather the fee estate in the Premises and the leasehold estate in the Premises created by the Lease shall remain distinct and apart, and shall be held separately by Assignee. ASSIGNMENT OF LEASE - Page 2