Legal Assignment Consent Form

LEGAL ASSIGNMENT CONSENT FORM

This Legal Assignment Consent Form (the “Consent”) is made and entered into as of by and among Assignor Name: , Assignee Name: , and Consenting Party Name: .

RECITALS

WHEREAS, Assignor and Consenting Party are parties to that certain agreement identified as Agreement Title: , dated as of Agreement Date: (the “Agreement”);

WHEREAS, Assignor proposes to assign and transfer to Assignee certain rights, interests and benefits under the Agreement as described in Section 1 below (the “Assigned Rights”); and

WHEREAS, Consenting Party is a party whose consent is required under the Agreement for such assignment and has agreed to provide that consent subject to the terms and conditions set forth in this Consent.

NOW, THEREFORE, in consideration of the mutual covenants and agreements 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 assigns, transfers and conveys to Assignee all of Assignor’s right, title and interest in and to the Assigned Rights, whether now existing or hereafter arising, to the extent assignable under the Agreement and applicable law. The Assigned Rights are described as follows:

1.2 Limitations. The assignment granted herein is subject to the limitations, conditions and exceptions set forth in the Agreement and does not relieve Assignor of any obligations that are non-assignable without express written release by Consenting Party.

2. CONSENT

2.1 Consent and Waiver. Consenting Party hereby (a) consents to the assignment described in Section 1 to the extent required under the Agreement, (b) waives any right it may have to terminate, rescind, refuse recognition of, or otherwise object to the assignment, and (c) agrees that Assignee shall be entitled to the benefits of the Assigned Rights.

2.2 Conditions to Consent. This Consent is given subject to the following conditions (check all that apply):

Consent is conditioned on payment of outstanding amounts by Assignor.

Consent is conditioned on Assignee’s written assumption of the obligations set forth in the Agreement.

3. ASSUMPTION AND ACKNOWLEDGMENT

3.1 Assumption by Assignee. Assignee acknowledges and agrees to assume and perform all obligations that accrue on or after the Effective Date with respect to the Assigned Rights as fully as if Assignee were the original contracting party. Assignee’s acceptance (if applicable) is evidenced by Assignee Representative Name:

4. REPRESENTATIONS AND WARRANTIES

4.1 Assignor represents and warrants that: (a) it has full power and authority to enter into this Consent and to make the assignment; (b) the Assigned Rights are free and clear of any liens or encumbrances except as disclosed in writing to Consenting Party; and (c) to Assignor’s knowledge there is no existing default under the Agreement that would permit termination or acceleration as a result of the assignment.

4.2 Consenting Party represents and warrants that it has the authority to grant the consents set forth herein and that this Consent constitutes a legally binding obligation enforceable against it in accordance with its terms.

5. FURTHER ASSURANCES

Each party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to effectuate the purposes and intent of this Consent, including, without limitation, entering into direct agreements with Assignee where required by the Agreement.

6. NOTICES

Notices to the parties shall be sent to the addresses set forth below and shall be effective in accordance with the Agreement's notice provisions.

7. GOVERNING LAW

This Consent shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

8. ENTIRE AGREEMENT

This Consent constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral, concerning the assignment and consent described herein.

9. SEVERABILITY

If any provision of this Consent is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it valid and enforceable.

10. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Consent shall be effective unless in writing and signed by the party against whom enforcement is sought. No waiver of any breach shall be deemed a waiver of any other or future breach. This Consent 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.

11. EFFECTIVE DATE

The effective date of the assignment and this Consent (the “Effective Date”) shall be the date first written above unless another Effective Date is set forth here:

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