Assignment And Assumption Of Lease

100 Oakview Dr Trumbull, CT 06611-4724 Attn: Mark Flynn, General Counsel Facsimile: 203-365-2353 If to Landlord: ((LNot Company Name)) ((LNot Addr1)) ((LNot Addr2)) ((LNot Addr3)) ((LNot City)), ((LNot ST)) ((LNot Zip)) All notices, demands, requests, consents or approvals that may or are required to be given by any party to another shall be in writing and shall be deemed given when actually received by the other party, if: (i) served personally; (ii) sent by nationally-recognized overnight courier with return receipt; or (iii) sent by United States registered or certified mail, postage prepaid, return receipt requested and addressed to such other party at the address specified above or at such other place as such other party may from time to time designate by notice in writing to the other parties hereto. The parties represent to each other that this Agreement ------ was negotiated directly, without the use of any real estate broker. ------------- (a) Each provision of this Agreement shall extend, bind and inure to the benefit of Landlord, Assignor and Assignee and their respective permitted successors and assigns, including without limitation successor assignees of the Lease.Notwithstanding the foregoing, rejection or other refusal to accept a notice, request or demand, or the inability to deliver because of a changed address of which no notice was given, shall be deemed to be actual receipt thereof. Each party shall hold the other harmless from any liability or loss, including reasonable attorneys' fees, resulting from a misrepresentation under this Section. (b) This Agreement contains the entire agreement between the parties, and all prior negotiations and agreements are merged in this Agreement.

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Assignor agrees to save, indemnify, defend and hold Assignee harmless from and on account of any claims, demands, actions, losses, expenses and liabilities (including attorneys' fees) of Assignee under the Lease on account of or arising out of any obligations and liabilities of the Lessee thereunder, arising prior to the date hereof.

Notwithstanding anything to the contrary herein, this Assignment shall be contingent upon the receipt of the consent of Landlord as evidenced by the execution by Landlord of the Lessor consent set forth below.

ASSIGNMENT AND ASSUMPTION OF STANDARD COMMERCIAL OFFICE LEASE FOR EAT/WORK DEVELOPMENT THIS ASSIGNMENT AND ASSUMPTION OF STANDARD COMMERCIAL OFFICE LEASE FOR EAT/WORK DEVELOPMENT ("Agreement") is dated and effective as of January 1, 1999 by and between THE RODA GROUP VENTURE DEVELOPMENT COMPANY, L. C., a Delaware limited liability company ("Assignor") and ASK JEEVES, a California corporation ("Assignee"). Assignee does hereby accept this assignment and, for the benefit of Assignor and Landlord, expressly assumes and agrees to hereafter perform all of the terms, covenants, conditions and obligations of Assignor under the Lease, which accrue from and after the date hereof. Assignee agrees to save, indemnify, defend and hold Assignor harmless from and on account of any claims, demands, actions, losses, expenses and liabilities (including attorneys' fees) of Assignor under the Lease on account of or arising out of the obligations and liabilities so assumed.

WHEREAS, Assignor is Tenant under that certain Standard Commercial Office Lease For Eat/Work Development dated August 14, 1998, by and between Eat/Work Development, LP, a California limited partnership ("Landlord") and Assignor, (as modified from time to time, the "Lease"), respecting certain premises (the "Premises") with a street address of 918 Parker Street, Suite A-14, Berkeley, California, as more particularly described therein; WHEREAS, Assignor desires to assign its interest in the Lease to Assignee and Assignee desires to assume Assignor's obligations under the Lease; NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee agree as follows: 1. Assignor does hereby transfer, assign, convey and deliver to Assignee its entire right, title and interest in the Lease and the Premises.

is to accept, assume and agree to perform all of the terms, conditions and limitations contained in said lease.’ [¶] ‘The undersigned, [defendant], hereby accepts, assumes and agrees to perform all of the terms, conditions and limitations contained in the aforementioned lease to be kept and performed by said lessee.’ ” ( best explains why it failed to find that the Lender was obligated to the terms of the lease under privity of contract.

There, a lease between the landowner and tenant required any assignee to assume the lease obligations: “Lessee hereby warrants and represents that in the event said assignment shall ever take place, the assignee therein shall assume all of the liabilities and obligations assumed by Lessee in this Lease Agreement.” () Thereafter the defendant purchased the lessee’s business, including the lease.

(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”).

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