PC DOCS #56480 ILLINOIS REAL ESTATE LEASING FORMS (REV. 6/19/97) ASSIGNMENT OF LEASE --TENANT TO TENANT THIS ASSIGNMENT OF LEASE (this "Assignment") is made and entered into as of the ^ day of ^, 19^, by and between ^ ("Assignor") and ^ ("Assignee"). W I T N E S S E T H: WHEREAS, Assignor, as tenant, and ^, as Landlord ("Landlord"), entered into that certain lease (the "Lease") dated ^, 19^, attached hereto as Exhibit A and made a part hereof, demising certain premises located at ^ (the "Premises"); and WHEREAS, Assignor desires to assign all of its right, title and interest in and to the Lease to Assignee, and Assignee desires to accept such assignment and assume the obligations of Assignor under the terms of the Lease and subject to the conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Assignor hereby assigns and transfers to Assignee all of its right, title and interest in and to the Lease, including Assignor's right, title and interest to the security deposit as set forth in Section ^ of the Lease and those articles of personal property as set forth in Section ^ of the Lease. 2. Assignee hereby assumes all the obligations of Assignor arising or accruing on or after the date hereof under the Lease, and shall make all payments and keep and perform all conditions and covenants of the Lease in the same manner as if Assignee were the original tenant thereunder. 3. Assignor hereby releases Landlord from any and all liability for the return of the security deposit to Assignor. 4. Assignor hereby agrees that this Assignment shall not affect, reduce or release Assignor from any of the obligations of Assignor under the Lease, and during the term of the Lease and any hold-over term, not including any modification or extension made by the Assignee, Assignor shall remain fully liable as a principal and not as a guarantor or surety for the prompt payment of rent and any other sums due under the Lease and for the performance and discharge of all covenants, obligations and undertakings to be kept and performed by Assignor under the Lease, and the Landlord shall have such remedies against Assignor as are provided in the Lease in the same manner and to the same extent as though this Assignment 2 had not been made. Assignor shall remain fully liable as aforesaid in the event of subsequent assignment(s) of this Lease or subletting of the Premises, whether or not Assignor is notified of such assignment or subletting and whether or not Assignor's consent thereto is solicited or given. In the event of any default by Assignee or the successor in interest to Assignee, notice of such default shall be given to Assignor by Landlord, and Assignor shall have twenty (20) days within which to cure or correct such default. 5. Assignee hereby indemnifies and holds Assignor harmless from and against any and all (i) liabilities and obligations of the tenant under the lease and all obligations of Assignor under any other agreements reflecting or relating to the Premises, which liabilities and obligations arise on or after the closing date, and (ii) liability, loss, cost, damage and expense (including attorneys' fees) incurred or sustained by Assignor resulting from the use, occupancy or possession of the Premises by Assignee. 6. Assignor hereby represents and warrants to Assignee as follows: (a) Neither Landlord nor Assignor is in default under the Lease nor under any other agreement relating to the Premises, and that no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default by Landlord or Assignor under the Lease or any other agreement relating to the Premises. (b) To the best of Assignor's knowledge, since the date Assignor became the tenant under the Lease, the improvements on the Premises have been used and operated in compliance with all applicable laws, including applicable zoning, building, fire, health, safety and environmental codes and other federal, state, county and municipal requirements, and with all covenants, easements and restrictions affecting the Premises, and to the best of Assignor's knowledge, all obligations of Assignor or the Premises with regard to such laws, ordinances, governmental requirements, covenants, easements and restrictions have been and are being performed in a proper and timely manner. Neither Assignor nor any agent or affiliate of Assignor has received any notice of zoning, building, fire, health, safety, environmental or other violations of law which have not been heretofore entirely corrected. (c) Except for Landlord and Assignor, there are no parties in possession or occupancy of the Premises or any part thereof, nor are there any parties who have any possessory rights with respect to the Premises or any part thereof. (d) There is no existing or pending or, to the best of Assignor's knowledge, contemplated, threatened or anticipated (i) condemnation of any part of the Premises, (ii) special tax or assessment to be levied against the Premises, (iii) widening, change of grade or limitation on the use of streets abutting the Premises, (iv) change in the zoning classification of the Premises, or (v) change in the tax assessment of the Premises. 7. Assignee acknowledges that it has examined and inspected the Premises and accepts them "as is." Assignee further acknowledges that Assignor has not made and does not make any representations or warranties regarding the physical condition of the Premises and that there are no warranties, either expressed or implied, regarding the condition of the Premises. 8. This Assignment shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, executors, administrators, successors in interest and assigns. 3 IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed as of the day and year first written above. ASSIGNOR: By: Its: ASSIGNEE: By: Its: CONSENT The undersigned hereby accepts the foregoing Assignment of Lease under the terms of the Lease and subject to the conditions set forth in the Assignment, and the undersigned agrees that this Consent shall not impose any additional obligations on Landlord or otherwise affect any of the rights of Landlord under the Lease, except as specifically provided in the Assignment. The undersigned further agrees that this Consent shall not operate as a waiver of any prohibition against further assignment or subletting without Landlord's consent and shall in no way reduce or release Assignor from any of its obligations under the Lease. DATED this ^ day of ^, 19^. LANDLORD: By: EXHIBIT A COPY OF LEASE _______________ EXHIBIT B DESCRIPTION OF PREMISES 4