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ASSIGNMENT OF LEASE FORM

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ASSIGNMENT OF LEASE

     ASSIGNMENT of lease by and between _ [Tenant], and _
[Sub-Tenant], and _ [Landlord].
     For good consideration, it is agreed by and between the
parties that:
     1. Tenant hereby assigns, transfers and delivers to
        Sub-Tenant all of Tenant's rights in and to a certain
        lease between Tenant and Landlord for certain premises
        known as [Describe]

       _, under lease dated _, 19_.  [Lease]
     2. Sub-Tenant agrees to accept said Lease, pay all rents
        and punctually perform all of Tenant's obligations
        under said Lease accruing on and after the date of
        delivery of possession to the Sub-Tenant as contained
        herein.  Sub-Tenant further agrees to indemnify and
        save harmless the Tenant from any breach of
        Sub-Tenant's obligations hereunder.
     3. The parties acknowledge that Tenant shall deliver
        possession of the leased premises to Sub-Tenant on _,
        19_; time being of the essence.  All rents and other
        charges accrued under the Lease prior to said date
        shall be fully paid by Tenant, and thereafter by the
        Sub-Tenant.
     4. Landlord hereby assents to the assignment of lease,
        provided that:
        a] Assent to the assignment shall not discharge Tenant
           of its obligations under the Lease in the event of
           breach by Sub-Tenant.
        b] In the event of breach by Sub-Tenant, Landlord shall
           provide Tenant with written notice of same and
           Tenant shall have full rights to commence all
           actions to recover possession of the leased
           premises [in the name of Landlord, if necessary]
           and retain all rights for the duration of said
           Lease provided it shall pay all accrued rents and
           cure any other default.
        c] There shall be no further assignment of lease
           without prior written consent of Landlord.
     5. This agreement shall be binding upon and inure to the
        benefit of the parties, their successors, assigns and
        personal representatives.


    Signed under seal this _ day of _, 20_.

______________________________
           Tenant
______________________________ Sub-Tenant

______________________________
Landlord


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