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<br />200609581 <br /> <br />the event Landlord sends any notice of default to Assignee, Landlord shall also send a <br />contemporaneous duplicate copy of such notice to Assignor. <br /> <br />4. Landlord hereby consents to the foregoing assignment subject to the terms and <br />conditions of this Consent. Landlord's consent to the foregoing assignment shall not be deemed an <br />automatic consent to any future assignments of the Lease or subleases of all or any portion of the <br />Premises, which shall continue to be governed by the Lease. Landlord's consent to such assignment <br />is conditioned upon the successful closing of the transaction contemplated by the Asset Purchase <br />Agreement dated as of December 20, 2005 (the "AP A") between Assignor and Assignee. In the <br />event that the transaction contemplated by the AP A is not consummated for any reason, this consent <br />shall automatically be rendered null and void. <br /> <br />5. Assignor hereby represents and warrants the following to Landlord: <br /> <br />(a) Assignor has not assigned its interest in the Lease or the Premises to any <br />person other than Assignee. <br /> <br />(b) The person executing this Consent on behalf of Assignor is duly authorized to <br /> <br />do so. <br /> <br />(c) As of the date hereof, the Lease remains in full force and effect. <br /> <br />6. Assignee hereby represents and warrants the following to Landlord: <br /> <br />(a) Assignee: <br /> <br />(i) has not made an assignment for the benefit of creditors; <br /> <br />(ii) has not applied, petitioned or filed for the appointment ofa custodian, <br />trustee, receiver or agent to take possession of any property or chattels of any thereof; <br /> <br />(iii) is not "insolvent" as that term is defined in the United States <br />Bankruptcy Code; or <br /> <br />(iv) has not filed a petition with the Bankruptcy Court under the United <br />States Bankruptcy Code, or commenced any proceeding under any bankruptcy or <br />reorganization statute or under any arrangement, insolvency, readjustment or debt, <br />dissolution or liquidation of any jurisdiction. <br /> <br />(b) (i) No petition or application ofthe type described in subparagraph (a)(iv) <br />above has been filed or commenced, which petition or application has remained <br />undismissed after thirty (30) days from the date of said application or petition, against <br />Assignee or with respect to which Assignee by any act has indicated or intends to <br />indicate its approval thereof, consent thereto or acquiescence therein; and <br /> <br />DMEAST #9398484 v4 <br /> <br />3 <br />