Interest Assignment Agreement Form

INTEREST ASSIGNMENT AGREEMENT

This Interest Assignment Agreement (the Agreement) is made effective as of by and between Assignor Name: with its principal address at , and Assignee Name: with its principal address at .

RECITALS

WHEREAS, Assignor is the holder of certain rights, title and interest in and to the interest described as: (the Assigned Interest);

WHEREAS, Assignor desires to assign, transfer and convey to Assignee all of Assignor's right, title and interest in and to the Assigned Interest, and Assignee desires to accept such assignment on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the parties intend that the assignment effectuate a complete transfer of Assignor's economic and contractual rights described herein, subject only to the exceptions expressly set forth in this Agreement.

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

1. ASSIGNMENT

1.1 Assignment. Subject to the terms and conditions of this Agreement, Assignor hereby irrevocably assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the Assigned Interest, including, without limitation, the right to receive payments, distributions, proceeds and other economic benefits and to exercise any rights with respect to the Assigned Interest arising on or after the Effective Date.

1.2 Excluded Rights. Notwithstanding Section 1.1, the assignment does not include any rights of Assignor expressly reserved in writing in this Agreement or in any instrument listed below:

2. CONSIDERATION

2.1 Consideration. As consideration for the assignment set forth in Section 1, Assignee shall pay to Assignor the sum of (the Consideration) in accordance with the payment terms described below.

2.2 Payment Terms. Payment of the Consideration shall be made to Assignor at Closing by wire transfer or other immediately available funds, unless otherwise agreed in writing by the parties.

3. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor represents and warrants to Assignee that, as of the Effective Date and as of the Closing:

(a) Assignor is the lawful owner of the Assigned Interest, free and clear of all liens, encumbrances, claims and restrictions except as expressly disclosed in writing to Assignee;

(b) Assignor has full power and authority to enter into and perform this Agreement and the execution and delivery of this Agreement by Assignor do not and will not violate any agreement, law or order applicable to Assignor; and

(c) no consents, approvals or waivers of any third party are required for the valid assignment of the Assigned Interest except for those expressly listed in the schedule below:

4. REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

Assignee represents and warrants to Assignor that Assignee has full power and authority to enter into and perform this Agreement, that this Agreement constitutes a valid and binding obligation of Assignee enforceable in accordance with its terms, and that Assignee will accept the Assigned Interest subject to the rights and obligations expressly set forth herein.

5. COVENANTS; FURTHER ASSURANCES

5.1 Covenants. Each party covenants to execute and deliver such additional instruments and take such other actions as may be reasonably necessary to effectuate the purposes of this Agreement, including, without limitation, instruments of transfer, notices to counterparties and filings with governmental authorities, if required.

5.2 Cooperation. Each party shall cooperate with the other in connection with the orderly transition of any rights or obligations arising from the Assigned Interest and shall provide reasonable access to records and documents relating thereto following the Effective Date.

6. TAXES, COSTS AND EXPENSES

Unless otherwise agreed in writing, any transfer, documentary or similar taxes, recording fees, and other transactional costs directly attributable to the assignment shall be borne by .

7. INDEMNIFICATION

7.1 Assignor Indemnity. Assignor shall indemnify, defend and hold harmless Assignee from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of any breach of Assignor's representations, warranties or covenants in this Agreement or any pre-Effective Date liabilities relating to the Assigned Interest.

7.2 Assignee Indemnity. Assignee shall indemnify, defend and hold harmless Assignor from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of any breach of Assignee's representations, warranties or covenants in this Agreement or Assignee's acts or omissions after the Effective Date.

8. CLOSING

8.1 Closing. The closing of the transactions contemplated by this Agreement (the Closing) shall occur on a date mutually agreed by the parties, such date to be no later than , unless extended by mutual written agreement.

8.2 Deliveries. At Closing, Assignor shall deliver to Assignee executed instruments of assignment reasonably acceptable to Assignee, and Assignee shall deliver the Consideration in accordance with Section 2.

9. NOTICES

All notices, consents or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party may designate by notice to the other):

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction.

11. ENTIRE AGREEMENT

This Agreement, including any schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

12. SEVERABILITY

If any provision of this Agreement 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, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original intent of the parties.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Amendment. No amendment, modification or supplement of any provision of this Agreement shall be valid unless it is in writing and signed by each party.

13.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement of the waiver is sought. The failure to exercise or delay in exercising any right hereunder shall not operate as a waiver.

13.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be deemed original signatures for all purposes.

14. MISCELLANEOUS

14.1 Survival. The representations, warranties and covenants contained in this Agreement shall survive the Closing for the period specified in any applicable section or, if no period is specified, for a period of two (2) years from the Effective Date, except that indemnification obligations shall survive in accordance with their terms.

14.2 Interpretation. The section headings used in this Agreement are for convenience only and shall not affect the construction or interpretation of any provision of this Agreement.

EXECUTION

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date set forth above.

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