Assignment And Assumption Of Lease

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_____________________________________ Notary Public My Commission Expires: STATE OF ) ) ss: COUNTY OF ) The foregoing instrument was acknowledged before me this __ day of _________, 2001, by __________________, ________________ of Pitney Bowes Office Systems, Inc., a Delaware corporation, on behalf of the corporation.

_____________________________________ Notary Public My Commission Expires: STATE OF ) ) ss: COUNTY OF ) The foregoing instrument was acknowledged before me this __ day of _________, 2001, by __________________, ________________ of _________________________________________, a _____________________________, on behalf of the ___________________________.

(d) Any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not apply to the interpretation of this Agreement or any amendments or exhibits hereto.

(e) This Agreement shall be governed in all respects by the laws of the State or Commonwealth in which the Premises are located. Each of Assignor, Assignee and ------------------- Landlord consent to all of the provisions of this Agreement.

In BRE the former tenant/lender (the “Second Tenant” or “Lender”) prevailed over the landlord because the Second Tenant failed to execute an express assumption of the lease.

The Lender became the Second Tenant after foreclosing on a construction deed of trust against the trustor/first tenant (the “First Tenant”).


("Assignor"), a Delaware corporation, PITNEY BOWES -------- OFFICE SYSTEMS, INC. Landlord, as landlord, and Assignor, as tenant, are parties to that certain lease agreement (as amended, the "Lease") dated ((Insert2)). Pursuant to the Lease, Assignor leases from Landlord certain premises (the "Premises") containing approximately ((RSQFT)) rentable square feet as more -------- particularly described in the lease and commonly known as ((Premises Addr1)), ((Premises Addr)), ((Premises City)), ((Premises ST)), ((Premises Zip)). Assignor desires to assign to Assignee, and Assignee desires to assume from Assignor, as of the date (the "Spin-Off Date") of the distribution of 100% ------------- of the issued and outstanding shares of Assignee's common stock to Assignor's shareholders, all of Assignor's rights and obligations under the Lease, on the terms set forth below. In consideration of Assignee assuming all of Assignor's rights and obligations under the Lease, Landlord agrees to release Assignor from all liabilities under the Lease as of the Spin-Off Date, on the terms and conditions set forth below. -------------------------------------- (a) Assignee unconditionally assumes and shall promptly, fully, completely and faithfully keep, fulfill, observe, perform and discharge each and every covenant and obligation that may accrue and become performable, due or owing under the Lease on Assignor's part to be performed. ----------------------------- (a) Notwithstanding anything to the contrary in the Lease, Landlord remises, releases and forever discharges Assignor, as well as its shareholders, officers, employees, agents and representatives, from all obligations arising under the Lease, and from all manner of actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, controversies, agreements, promises, damages, expenses, lost profits, judgments, executions, claims and demands whatsoever, in law or equity, that Landlord and its partners, shareholders, officers, employees, agents and -1- representatives have or may have against any of the foregoing entities, arising out of or in any way connected to the Lease.

Landlord shall be bound by the terms of the Lease in every way as if Assignee were named in the Lease in place of Assignor as a party thereto. (b) The indemnification obligation under this Section shall be conditioned upon Assignor giving notice to Assignee promptly after Assignor receives notice of the claim and shall survive the expiration or termination of the Lease. No representations or warranties have been made to Assignee concerning the condition of the Premises, nor have any promises to remodel, change, alter, or improve the Premises been made by Assignor or any party on behalf of Assignor. Assignor shall not be liable to Assignee for ------------------- Landlord's failure to perform any of Landlord's obligations under the Lease, nor shall Assignor have any obligation to perform same or to bring legal proceedings or take any other action against Landlord to assure performance of Landlord's obligations under the Lease.

Assignee has completed such investigation of the Premises as Assignee deems appropriate. Assignee's enforcement of the Lease against Landlord shall be at the sole expense of Assignee, and Assignee shall indemnify Assignor against all costs and expenses, including but not limited to reasonable attorneys' fees, which may be incurred by Assignor in connection with any claim, action, or proceeding so undertaken by Assignee. Any notice, demand, consent, approval, direction, agreement or ------- other communication required or permitted hereunder or under any other documents in connection herewith shall be in writing and shall be directed as follows: If to Assignor: MSC 5105 Attn: Manager, National Leasing & Asset Management Pitney Bowes Inc.


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