Legal Assumption Letter

LEGAL ASSUMPTION LETTER

This Legal Assumption Letter (the "Letter") is made as of Effective Date: by and between Assignor Name: located at Assignor Address: and Assignee Name: located at Assignee Address: .

Recitals

WHEREAS, Assignor and certain other parties are bound by that certain agreement identified as Original Agreement Reference: dated Original Agreement Date: (the "Original Agreement");

WHEREAS, Assignor desires to transfer and/or cause the transfer of certain duties, liabilities and obligations under the Original Agreement to Assignee, and Assignee is willing to assume such duties, liabilities and obligations on the terms set forth in this Letter;

WHEREAS, the parties intend for this Letter to set forth the Assignee's assumption of the Assumed Obligations (as defined below) and the respective rights, remedies and obligations of the parties with respect thereto.

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

1. Assumption

Effective as of the Effective Date, Assignee hereby unconditionally and irrevocably assumes, agrees to perform, and shall be responsible for all obligations, liabilities, duties and covenants of Assignor arising under the Original Agreement to the extent described in Section 2 (collectively, the "Assumed Obligations"). Assignor shall remain liable for any obligations not expressly assumed herein, except as provided in Section 3.

2. Assumed Obligations

The Assumed Obligations shall include the obligations specifically described below and any ancillary duties reasonably necessary to effectuate performance under those obligations.

3. Excluded Obligations

The parties agree that the following obligations shall not be assumed by Assignee and shall remain the sole responsibility of Assignor:

4. Consideration

In consideration for Assignee's assumption of the Assumed Obligations, Assignor and Assignee acknowledge receipt of the following consideration, the adequacy of which is hereby expressly acknowledged by each party.

5. Representations and Warranties

Assignor represents and warrants that (a) it has the full right, power and authority to enter into this Letter and to assign those obligations set forth herein; (b) to Assignor’s knowledge no event of default under the Original Agreement has occurred that would be materially exacerbated by this assumption; and (c) there are no undisclosed claims or notices existing as of the Effective Date that would materially impair Assignee's ability to perform the Assumed Obligations.

Assignee represents and warrants that it has the full right, power and authority to assume the Assumed Obligations, that it will perform so as to comply with applicable law and the Original Agreement as applicable, and that its execution and performance of this Letter will not violate any material agreement to which it is a party.

6. Indemnity

Assignee shall indemnify, defend and hold harmless Assignor from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Assumed Obligations after the Effective Date, except to the extent such losses arise from Assignor's willful misconduct or gross negligence prior to the Effective Date. Assignor shall promptly notify Assignee in writing of any claim for which indemnity will be sought.

7. Third-Party Consents

To the extent required under the Original Agreement or applicable law, this Letter is conditioned upon receipt of all necessary consents from third parties. Assignee acknowledges that it is responsible for obtaining any third-party consents required for this assumption unless otherwise agreed in writing by the parties.

8. Notices

All notices, requests, consents and other communications required or permitted under this Letter shall be in writing and shall be deemed delivered when personally delivered, delivered by nationally recognized overnight courier, or three business days after being deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, to the addresses below or to such other address as a party may designate by notice in accordance with this Section.

9. Governing Law

This Letter shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties consent to the exclusive jurisdiction of the courts located in that state for any dispute arising under or relating to this Letter.

10. Entire Agreement

This Letter, together with the Original Agreement to the extent referenced herein, constitutes the entire agreement of 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.

11. Amendments; Waiver; Severability; Counterparts

No amendment, modification or waiver of any provision of this Letter 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 of this Letter shall not constitute a waiver of future enforcement of that or any other provision. If any provision of this Letter is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect. This Letter 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.

12. Miscellaneous Provisions

Each party shall execute and deliver such further instruments and take such further actions as may be reasonably required to carry out the purposes and intent of this Letter. The rights and obligations of the parties under this Letter shall bind and inure to the benefit of their respective successors and permitted assigns; provided, however, that no assignment by Assignee of its rights or obligations hereunder shall relieve Assignee of its obligations without the prior written consent of Assignor, except as otherwise provided in the Original Agreement.

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