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assumes and agrees to pay and perform all liabilities and obligations of the Tenant under • the Lease, to the same extent as if the Assignee were the original Tenant under the Lease. Expenses for utilities, real estate taxes and insurance, as described in Sections 8, 9, and 12 of the Lease respectively, shall be prorated between the Assignor and the Assignee as of the Assignment Commencement Date. The Assignee understands that neither the Landlord nor the Assignor will make any modifications to the Leased Premises to accommodate the Assignee or the Assignee's intended use of the Leased Premises, and having examined the Leased Premises, accepts the Leased Premises "As -Is." 4. Assignee's Use of the Premises. Assignee hereby warrants and represents that it will use the Leased Premises only for purposes that are permissible under the terms of the Lease. 5. Landlord's Consent to Assignment. The Landlord executes this Assignment for the sole purpose of consenting to this Assignment. Notwithstanding this consent, Section 17 of the Lease shall remain in effect. 6. Term of Assignment. The term of this Assignment shall commence on January 1, 2003 (the "Assignment Commencement Date") and shall expire on April 30, 2005 (the "Expiration Date"). In the event the Assignee desires to extend its possession of the Leased Premises beyond the Expiration Date, it shall execute a separate lease agreement with the Landlord, to which the Assignor will not be aparty, and for which the Assignor shall have no liability or responsibility of any kind. • 7. Rent. The Assignee shall pay rent to the Landlord at an annual rate of eight dollars and 61/100s ($8.61) per square foot of the Leased Premises, which rent rate shall escalate by three percent (3%) annually as provided in the Lease. Through April 30, 2003, the annual rent rate requires a monthly rental payment by the Assignee to the Landlord in the amount of fourteen thousand, three hundred fifty dollars and no/100s ($14,350.00). Notwithstanding the foregoing, the rental under the Lease is fixed with an annual escalator, and is not dependent on square footage of the Leased Premises. 1] 8. Indemnification. Assignor shall indemnify and save Assignee harmless from and against any and all claims, demands, actions, causes of action, suits, proceedings, damages, liabilities and costs and expenses of every nature whatsoever (including without limitation, reasonable attorney's fees) arising prior to the Assignment Commencement Date and relating to the Lease or the Leased Premises. Assignee shall indemnify and save Assignor harmless from and against any and all claims, demands, actions, causes of action, suits, proceedings, damages, liabilities and costs and expenses of every nature whatsoever (including without limitation, reasonable attorney's fees) arising on or after the Assignment Commencement Date and relating to the Lease or the Leased Premises. 9. Broker Fees. Each of Assignor, Assignee and Landlord represents and warrants to one another that they have had no dealings with any real estate broker or agent in connection with this Assignment that have generated a commission or fee in 2