Legal Consent to Assign

LEGAL CONSENT TO ASSIGN

This Legal Consent to Assign (the "Consent") is made as of Date: by and between Assignor Name: (the "Assignor") and Consenting Party Name: (the "Consenting Party").

RECITALS

WHEREAS, Assignor and Consenting Party are parties to that certain agreement titled dated by and between and (the "Agreement").

WHEREAS, Assignor desires to assign and transfer to Assignee Name: all or certain of Assignor's rights and obligations under the Agreement effective as of (the "Assignment");

WHEREAS, the Agreement requires the prior written consent of Consenting Party to any assignment and the parties now desire to document the terms upon which such consent is granted.

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. CONSENT

1.1 Grant of Consent. Subject to the terms and conditions set forth in this Consent, Consenting Party hereby consents to the Assignment by Assignor to Assignee of Assignor's rights and obligations under the Agreement solely to the extent set forth herein. This Consent is limited to the specific Assignment described in the Recitals and does not constitute a general consent to any other assignment or transfer.

2. CONDITIONS TO CONSENT

2.1 Conditions Precedent. The consent granted in Section 1.1 is expressly conditioned upon the satisfactory delivery, in form and substance reasonably acceptable to Consenting Party, of each of the following prior to the Assignment Effective Date:

(a) an executed assumption agreement to be entered into by Assignee assuming the Assigned Obligations in form acceptable to Consenting Party;

(b) payment of any consent or processing fee in the amount: payable to Consenting Party at or prior to execution of the assumption agreement;

(c) delivery of evidence of Assignee's financial ability and required insurance coverage as reasonably required by Consenting Party, including but not limited to the documents described in the Notice provision below;

(d) absence of any uncured default under the Agreement by Assignor as of the Assignment Effective Date.

3. REPRESENTATIONS AND WARRANTIES

3.1 Assignor Representations. Assignor represents and warrants to Consenting Party as of the date hereof and as of the Assignment Effective Date that:

(a) Assignor has full power and authority to enter into this Consent and to effect the Assignment and no further corporate, partnership, or other approvals are required other than those disclosed in writing to Consenting Party; and

(b) to Assignor's knowledge, the Agreement is in full force and effect and, except as disclosed to Consenting Party in writing, Assignor is not in default under the Agreement.

4. EFFECT OF CONSENT

4.1 No Release Absent Assumption. Except as expressly provided in a fully executed assumption agreement signed by Consenting Party and Assignee, this Consent shall not operate as a release, novation, or discharge of Assignor from its obligations under the Agreement. Consenting Party's consent shall be effective only upon satisfaction of the conditions set forth in Section 2.

5. RELEASE; LIMITATION OF LIABILITY

5.1 Limited Release. If Consenting Party elects to release Assignor from future liability under the Agreement in connection with the Assignment, such release shall be effective only if set forth in a separate written instrument signed by Consenting Party and, if applicable, Assignee. Nothing in this Consent shall be deemed to waive any right of Consenting Party to seek damages or other remedies for breaches of the Agreement occurring prior to the Assignment Effective Date.

6. NOTICES

All notices, demands or other communications required or permitted under this Consent shall be in writing and effective upon receipt when delivered in person or by nationally recognized overnight courier or three (3) business days after deposit in the U.S. mail, postage prepaid, to the addresses set forth above or such other address as either party designates by notice.

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 between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written, relating to such subject matter.

9. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Consent shall be effective unless made in writing and signed by both parties. No failure or delay by any party in exercising any right under this Consent shall operate as a waiver of such right.

10. SEVERABILITY

If any provision of this Consent is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

11. COUNTERPARTS

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. Signatures transmitted by facsimile or electronic image shall be binding and treated as original signatures.

12. MISCELLANEOUS

The headings in this Consent are inserted for convenience only and shall not affect the interpretation of this Consent. The parties acknowledge that they have had the opportunity to seek independent legal advice with respect to this Consent.

IN WITNESS WHEREOF, the parties have executed this Consent as of the dates set forth below.

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