Legal Assignment Note

LEGAL ASSIGNMENT NOTE

This Legal Assignment Note (this Note) is made and entered into as of (Effective Date) by and between Assignor Name: (Assignor), and Assignee Name: (Assignee). Each of Assignor and Assignee may be referred to individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Assignor is the current owner and holder of that certain promissory instrument described as follows: Original Note Date: ; Original Principal Amount: $ ; Payor: ; Lender as originally named: .

WHEREAS, the Original Note is secured by the following collateral and related documents (if any):

WHEREAS, Assignor desires to assign, transfer and convey to Assignee all right, title and interest in, to and under the Original Note and related security, and Assignee desires to accept such assignment on the terms and subject to the conditions set forth in this Note.

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 AND TRANSFER

1.1 Assignment. Assignor hereby absolutely and unconditionally assigns, transfers, conveys and delivers to Assignee all of Assignor’s right, title and interest in, to and under the Original Note, together with any and all security, guarantees, endorsements, instruments, agreements, proceeds and remedies related thereto (collectively, the Assigned Assets), free and clear of any encumbrances except those disclosed in writing to Assignee prior to the Effective Date.

1.2 Effective Date of Assignment. The assignment of the Assigned Assets is effective as of the Effective Date, subject to the delivery of any documents and endorsements required by Section 6 below.

2. CONSIDERATION

In consideration for the assignment set forth in Section 1, Assignee shall pay to Assignor the sum of $ (Consideration), payable as follows:

3. ASSUMPTION AND ACCEPTANCE

Assignee accepts the assignment and agrees to be bound by, and to perform, the obligations of an owner of the Assigned Assets to the extent relating to rights acquired hereunder, subject to the terms, defenses and setoffs available to the payor or obligor under the Original Note arising prior to the Effective Date.

4. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

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

(a) Assignor is the lawful owner and holder of the Assigned Assets and has full power and authority to assign the Assigned Assets free of any liens, encumbrances, claims or security interests except as expressly disclosed in writing.

(b) The Original Note is a valid and enforceable obligation of the payor, subject to defenses, setoffs and counterclaims as permitted by applicable law and as disclosed in writing by Assignor.

(c) There is no action, suit, arbitration or proceeding pending or, to Assignor’s knowledge, threatened against Assignor that would adversely affect the Assigned Assets or Assignor’s ability to perform under this Note.

5. REPRESENTATIONS AND WARRANTIES OF ASSIGNEE

Assignee represents and warrants to Assignor that Assignee has full corporate or other power, authority and legal capacity to accept the assignment and to perform its obligations hereunder and that the execution and delivery of this Note and the consummation of the transactions contemplated herein have been duly authorized by all necessary action.

6. FURTHER ASSURANCES

From time to time following the Effective Date, each Party shall execute and deliver such other instruments and take such other actions as may be reasonably necessary or desirable to effectuate the purposes of this Note, including but not limited to endorsements, assignments, assumptions, releases and notices to third parties.

7. NOTICES

All notices, consents and other communications required or permitted under this Note shall be in writing and delivered to the Parties at the addresses set forth below (or to such other address as a Party may designate by notice to the other Party).

8. INDEMNIFICATION

Assignor shall indemnify and hold Assignee harmless from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) incurred by reason of any breach of Assignor’s representations, warranties or covenants herein. Assignee shall indemnify Assignor for any losses resulting from Assignee’s willful misconduct or material breach of this Note.

9. GOVERNING LAW

This Note shall be governed by and construed in accordance with the laws of the State of without regard to its rules relating to conflicts of law.

10. ENTIRE AGREEMENT

This Note constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral, relating thereto.

11. SEVERABILITY

If any provision of this Note is held to be invalid, illegal or unenforceable, such provision shall be modified to the extent necessary to make it valid, legal and enforceable, or if modification is not possible, stricken, and the remaining provisions shall remain in full force and effect.

12. AMENDMENT; WAIVER; COUNTERPARTS

This Note may be amended only by a written instrument signed by both Parties. No failure or delay by any Party in exercising any right shall operate as a waiver of that right. This Note 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.

13. MISCELLANEOUS

13.1 Assignment. Neither Party may assign its rights or delegate its obligations under this Note without the prior written consent of the other Party, except that Assignee may assign this Note to an affiliate or to a purchaser of the Assigned Assets provided that such assignee executes an instrument assuming the obligations of Assignee hereunder.

13.2 Remedies. The rights and remedies provided in this Note are cumulative and are in addition to all other rights and remedies available at law or in equity.

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