Confirmatory Legal Assignment

CONFIRMATORY LEGAL ASSIGNMENT

This Confirmatory Legal Assignment (the "Assignment") is made as of Effective Date: by and between Assignor Name: , an entity organized under the laws of , with its principal place of business at (\"Assignor\"), and Assignee Name: , an entity organized under the laws of , with its principal place of business at (\"Assignee\").

RECITALS

WHEREAS, Assignor is or was a party to that certain agreement identified as dated (the "Original Agreement");

WHEREAS, Assignor previously conveyed or purported to convey certain rights, interests and benefits arising under or relating to the Original Agreement (the "Assigned Rights") to Assignee, and the parties desire to confirm and memorialize the nature, extent and effective date of such conveyance; and

WHEREAS, the parties intend by this Assignment to confirm the transfer, to allocate responsibility for obligations relating to the Assigned Rights, and to provide for further assurances and indemnities as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. ASSIGNMENT

1.1 Assignment. Assignor hereby irrevocably assigns, transfers, conveys and delivers to Assignee all of Assignor's right, title and interest in, to and under the Assigned Rights described in Schedule A attached hereto and incorporated herein (the "Assigned Rights"), together with any and all proceeds, claims, causes of action, and remedies related thereto. This Assignment is intended to be a present, absolute and unconditional assignment effective as of the Effective Date.

SCHEDULE A — DESCRIPTION OF ASSIGNED RIGHTS

2. CONSIDERATION

2.1 Consideration. In consideration for the Assignment, Assignee acknowledges receipt of the sum of dollars ($ ), and/or other good and valuable consideration as set forth below.

3. REPRESENTATIONS AND WARRANTIES

3.1 Assignor Representations. Assignor represents and warrants to Assignee, as of the Effective Date, that: (a) Assignor has full power and authority to execute and deliver this Assignment and to perform its obligations hereunder; (b) the Assigned Rights constitute property or contractual rights of Assignor, free and clear of any lien, encumbrance, security interest, pledge or charge except as disclosed in writing to Assignee; (c) Assignor has not previously assigned, transferred, or encumbered the Assigned Rights except as disclosed to Assignee; and (d) there is no pending or, to Assignor's knowledge, threatened litigation, arbitration or governmental proceeding that would materially impair the Assigned Rights.

3.2 Assignee Representations. Assignee represents to Assignor that it has the power and authority to accept the Assignment and to perform its obligations hereunder.

4. FURTHER ASSURANCES

4.1 Further Acts. Each party shall execute and deliver such further documents and take such further actions as may reasonably be required to effectuate the purposes and intent of this Assignment, including providing reasonably requested cooperation in respect of any filings, notifications or consents required to give full effect to the Assigned Rights.

5. INDEMNIFICATION

5.1 Indemnity by Assignor. Assignor shall indemnify, defend and hold harmless Assignee and its officers, directors, employees and agents from and against any and all losses, damages, liabilities, claims, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of Assignor's representations, warranties or covenants contained in this Assignment, or arising from facts or circumstances existing prior to the Effective Date relating to the Assigned Rights.

6. NO RELEASE OF THIRD-PARTY OBLIGATIONS

6.1 No Novation. Except as expressly provided in a written agreement executed by the relevant counterparty or other affected party, this Assignment shall not operate to release or discharge Assignor from any covenant, obligation or liability owed to third parties under the Original Agreement or any related agreement, nor shall it constitute a novation unless expressly agreed in writing by the applicable third party.

7. NOTICES

7.1 Notice Addresses. All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the addresses below, or to such other address as a party may designate by notice to the other party in accordance with this Section.

8. MISCELLANEOUS

8.1 Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of , without regard to its choice-of-law principles.

8.2 Entire Agreement. This Assignment, together with any schedules or exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

8.3 Amendments; Waiver. No amendment, modification or waiver of any provision of this Assignment shall be effective unless in writing and signed by the party against whom enforcement is sought. The failure of any party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

8.4 Severability. If any provision of this Assignment is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

8.5 Counterparts; Electronic Signatures. This Assignment may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including by facsimile or electronic image) shall be equally effective as delivery of a manually executed counterpart.

9. AUTHORITY

Each person signing this Assignment on behalf of a party represents and warrants that such person has been duly authorized and empowered to enter into this Assignment on behalf of such party and to bind such party to the terms and conditions hereof.

IN WITNESS WHEREOF, the parties have caused this Confirmatory Legal Assignment to be executed by their duly authorized representatives as of the date set forth below.

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