Legal Assignment Direction

LEGAL ASSIGNMENT DIRECTION

This Legal Assignment Direction (the “Direction”) is entered into as of the day of , by and between Assignor Name: , Assignor Address: (the “Assignor”), and Assignee Name: , Assignee Address: (the “Assignee”).

RECITALS

WHEREAS, Assignor is the holder of certain rights, title and interest in and to the property, claim, contract or other asset described below (the “Assigned Rights”);

WHEREAS, Assignor desires to assign and transfer to Assignee, and Assignee desires to accept, all of Assignor’s right, title and interest in and to the Assigned Rights on the terms and subject to the conditions set forth in this Direction; and

WHEREAS, Assignor directs any third party obligors, repositories, custodians, trustees or other persons holding the Assigned Rights or owing obligations related thereto to recognize Assignee as the recipient of payments, instruments, documents and other deliveries in respect of the Assigned Rights.

NOW, THEREFORE

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

1. ASSIGNMENT

1.1 Assignment. Assignor hereby irrevocably assigns, transfers and conveys to Assignee all of Assignor’s right, title and interest in and to the Assigned Rights described as follows:

1.2 Scope. This assignment is intended to be absolute and includes, without limitation, the right to receive payments, to enforce claims, to take delivery of instruments, documents, or certificates related to the Assigned Rights and to exercise all remedies and other powers of ownership to the same extent as Assignor could prior to the effective date.

2. DIRECTION TO THIRD PARTIES

2.1 Direction. Assignor directs any third party obligated to make payments or deliveries in respect of the Assigned Rights to make such payments or deliveries directly to Assignee at the address or account set forth for notices in Section 7. Such third parties are authorized to rely on a copy of this Direction as conclusive evidence of Assignor’s assignment and direction absent actual knowledge of its revocation.

2.2 Effect on Liabilities. From and after the effective date, Assignee shall be entitled to collect and receive all amounts, instruments and property constituting proceeds of the Assigned Rights. Assignor shall remain responsible for any obligations expressly retained by Assignor in writing.

3. CONSIDERATION

If no monetary consideration is provided, the parties confirm that other good and valuable consideration exists, including the mutual covenants set forth in this Direction and business reasons satisfactory to the parties.

4. REPRESENTATIONS AND WARRANTIES

Assignor represents and warrants to Assignee that: (a) Assignor is the sole legal and beneficial owner of the Assigned Rights free and clear of any liens, encumbrances, security interests or adverse claims other than those disclosed in writing to Assignee; (b) Assignor has full power and authority to assign the Assigned Rights and to execute and deliver this Direction; (c) the execution, delivery and performance of this Direction by Assignor will not violate any agreement, law or order binding on Assignor; and (d) there are no existing assignments, pledges or other transfers of the Assigned Rights that would impair the effectiveness of this assignment, except as disclosed in writing.

5. CONSENT; THIRD-PARTY ACKNOWLEDGMENT

If any third party consent is required to effect the assignment or to permit the direction in Section 2, Assignor shall use commercially reasonable efforts to obtain such consent prior to the effective date. Assignor represents that consent has been obtained and, if not obtained, Assignor shall promptly notify Assignee and provide details of required consents.

6. FURTHER ASSURANCES

Assignor agrees, at Assignee’s expense where applicable, to execute and deliver such further instruments and take such further actions as may be reasonably necessary or desirable to give full effect to the assignment and the directions contained in this Direction, including providing reasonable cooperation in any proceedings to enforce the Assigned Rights.

7. NOTICES

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

8. GOVERNING LAW

This Direction shall be governed by, and construed in accordance with, the laws of the state of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts of that state for any dispute arising out of or relating to this Direction.

9. ENTIRE AGREEMENT

This Direction constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral, relating thereto.

10. SEVERABILITY

If any provision of this Direction 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.

11. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Direction shall be effective unless in writing and signed by both parties. No failure or delay by any party in exercising any right shall operate as a waiver thereof.

12. COUNTERPARTS; EXECUTION

This Direction 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 provided by electronic means or by facsimile or PDF image shall be effective for all purposes.

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