Lease Consent By Lessor To Assignment Of Lease

CONSENT BY LESSOR TO ASSIGNMENT OF LEASE THIS CONSENT BY LESSOR TO ASSIGNMENT OF LEASE (“Consent”) is made and entered into as of this [DATE] (“Effective Date”), by [NAME OF LESSOR] (“Lessor”) in favor of [NAME OF ASSIGNOR] (“Assignor”). RECITALS: A. Assignor, as lessee, and Lessor have executed that certain Lease, dated [DATE] (the “Lease”), covering those certain premises and related improvements described on Exhibit A attached hereto (the “Premises”). B. Assignor desires to assign its rights as lessee in the Lease to [NAME OF ASSIGNEE] (“Assignee”) and Assignee desires to accept the assignment of the Lease and to assume the obligations of Assignor under the Lease, and Lessor is willing to consent to such assignment and assumption on the terms and conditions set forth in this Consent. NOW, THEREFORE, in consideration of the payment by Assignor of [N] Dollars ($[N]), payable on or before [DATE], the parties hereby agrees as follows: 1. Consent to Assignment. Lessor hereby consents to the assignment of the Lease to Assignee on the terms and conditions of the Assignment of Lease of even date herewith delivered to Lessor. Lessor’s consent to the assignment of the Lease to Assignee shall not be deemed to be a consent to any other or subsequent assignment. 2. Release. Lessor, on behalf of itself and its representatives, agents, heirs and assigns, release and discharge Assignor, Assignor’s former, current or future officers, employees, representatives, agents, fiduciaries, attorneys, directors, shareholders, insurers, predecessors, parents, affiliates, benefit plans, successors, heirs, and assigns from any and all claims, liabilities or obligations of every kind and nature, whether now known or unknown, suspected or unsuspected, which Lessor ever had or now have against any of them. The released claims include without limitation any claims arising out of or related to the Lease and/or any of the conditions, events, transactions or series of transactions related thereto. The released claims also specifically include all claims arising under any federal, state or local law or statute; the law of contract and tort; and any claim for attorneys’ fees. 3. Waiver of Unknown Claims. Lessor acknowledges that there may exist claims or facts in addition to or different from those which are now known or believed by it to exist and represent that, by means of the release set forth in paragraph 2 above, it is nonetheless their intention to fully settle and release all such claims, whether known or unknown. Lessor therefore expressly waives the protection of California Civil Code Section 1542 and any other similar statute, rule or law. Section 1502 provides: 2 A general release does not extent to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. Lessor agrees never to commence or prosecute any action against Assignor or any of the other parties identified in paragraph 2 above based in whole or in part upon any of the claims described in paragraph 2 above. 4. Entire Agreement. This Consent constitutes the entire agreement of Lessor and Assignor pertaining to its subject matter and supersedes any prior or contemporaneous negotiations, representations, agreements and understandings of the parties with respect to such matters, whether written or oral. The parties acknowledge that they have not relied on any promise, representation or warranty, expressed or implied, not contained in this Consent. Parol evidence will be inadmissible to show agreement by and among the parties to any term or condition contrary to or in addition to the terms and conditions contained in this Consent. 5. Interpretation; Amendment. In interpreting the language of this Consent, the Lessor and Assignor shall be treated as having drafted this Consent after meaningful negotiations. The language in this Agreement shall be construed as to its fair meaning and not strictly for or against either party. This Consent may be modified only by a writing signed by Lessor and Assignor. 6. Attorneys’ Fees. If any party hereto fails to perform any of its obligations under this Consent or if a dispute arises between the parties hereto concerning the meaning or interpretation of any provision of this Consent, and an action is filed, the prevailing party in any such action shall be entitled to recover from the other party, in addition to any other relief that may be granted, its court costs and reasonable attorneys’ fees and disbursements, including such incurred in connection with any appeal. 7. Counterparts. This Consent may be signed in counterparts and all counterparts so executed shall constitute one contract, binding on the all parties hereto, even though all parties are not signatory to the same counterpart. 8. Binding Effect. This Consent shall be binding on Lessor, and inure to the benefit of Assignor and its respective heirs, executors, administrators, successors in interest and assigns. 9. Governing Law. This Consent is governed by and construed in accordance with the laws of the State of [NAME OF STATE]. 3 IN WITNESS WHEREOF, the parties hereto have executed this Consent the day and year first above written. LESSOR: ASSIGNOR: [NAME] [NAME] By: By: Title: Title: 4 EXHIBIT A [DESCRIPTION OF PREMISES]