for Subleased Premises
EXHIBIT B
to the Master Facility and Ground Handling Agreement
FORM OF ASSIGNMENT
This Agreement (this "Agreement") is made and entered into, and is to be
effective on, this the ____ day of ____________ (the "Effective Date"), by
____________, a ____________ corporation ("Assignor") and ____________, a
____________ corporation ("Assignee"), [and the ____________ ("Airport
Lessor")].
W I T N E S S E T H:
WHEREAS, Assignor leases space], designated on Exhibit(s) _____ attached hereto
and made a part hereof (together the "Premises"), at ____________ at the
____________ Airport, ____________ (the "Airport") under a certain [Airport Use
and Lease Agreement dated ____________, (as amended, hereinafter referred to as
the "Lease")] between Assignor and the Airport Lessor;
WHEREAS, a copy of the Lease has been provided to Assignee and is incorporated
herein by reference;
WHEREAS, Assignee operates at the Airport and from portions of the Premises;
WHEREAS, Assignor desires to assign to Assignee [all] [a portion] of Assignor's
remaining right, title and interest in the Lease [insofar (and only insofar) as
the Lease pertains to certain leased premises and improvements described on the
attached Annex 1], such space herein called the "Assigned Space" and the
improvements located within the Assigned Space are herein called the "Assigned
Space Improvements".
The Assigned Space and Assigned Space Improvements are
herein called the "Assigned Premises";
WHEREAS, Assignee desires to accept such assignment from Assignor;
[WHEREAS, such assignment requires the prior written consent of the Airport
Lessor];
[WHEREAS, pursuant to the Lease, such assignment does not require the consent of
the Airport Lessor (but written notice of such assignment is required to be
given to the Airport Lessor)].
NOW, THEREFORE, in consideration of the assignment herein made and of the mutual
agreements and covenants hereinafter set forth, the parties hereto agree as
follows:
1.
DEMISE AND USE
Effective on the Effective Date, Assignor hereby assigns to Assignee all of the
interest of the lessee under the Lease [insofar (and only insofar) as the Lease
pertains to the Assigned Premises].
2.
ACCEPTANCE OF ASSIGNMENT
Assignee accepts the foregoing assignment of the Lease [insofar (and only
insofar) as the Lease pertains to the Assigned Premises] and covenants with
Assignor, from and after the Effective Date, to pay all rent and other charges
provided for in the Lease, as amended and to perform and observe all of the
other covenants, conditions and provisions in the Lease, as amended, to be
performed or observed by or on the part of Assignor as tenant under the Lease
[in respect of the Assigned Premises].
3.
WARRANTIES
Assignor hereby warrants and covenants that (i) except for the rights and
interests of the Airport Lessor under the Lease, Assignor is now the sole owner
of all rights and interests in and to the Assigned Premises, (ii) the Lease[, as
it relates to the Assigned Premises,] is in full force and effect, (iii)
Assignor has complied with all terms and provisions of the Lease [as it relates
to the Assigned Premises] and