Legal Deposit Assignment

LEGAL DEPOSIT ASSIGNMENT

This Legal Deposit Assignment (this Agreement) is made as of Effective Date: by and between Assignor Name: , Assignor Address: (Assignor), and Assignee Name: , Assignee Address: (Assignee). The Assignor and Assignee are each a party and collectively the Parties.

RECITALS

WHEREAS, Assignor deposited Deposit Amount: on Deposit Date: with Depositary Name: under or pursuant to the Original Agreement: (Original Agreement) to secure certain obligations described therein.

WHEREAS, Assignor desires to assign, transfer and convey to Assignee all of Assignor's right, title and interest in and to the deposit and any proceeds, returns or other distributions related thereto, and Assignee desires to accept such assignment on the terms set forth herein.

WHEREAS, the Parties intend that this Assignment shall effect the transfer of such deposit without creating a novation of the Original Agreement except as expressly provided herein.

NOW THEREFORE

In consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, receipt of which is acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below: "Assigned Deposit" means the deposit described in the Recitals, including cash, certificates, instruments, and any interest or earnings thereon. "Depositary" means the named Depositary and any successor holding the Assigned Deposit. "Effective Date" means the date set forth above.

2. ASSIGNMENT

2.1 Assignment. Assignor hereby absolutely and unconditionally assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the Assigned Deposit, including any and all rights to receive payment, collection, interest, principal, return, or other distributions with respect thereto, subject to the terms of the Original Agreement and this Agreement.

2.2 Effect on Obligations. This Assignment does not itself release Assignor from any obligations under the Original Agreement unless the Parties have executed a written novation or the Obligor expressly consents in writing. The Parties acknowledge that Assignee's rights as assignee are subject to any defenses, setoffs or claims that the Obligor may have against Assignor to the extent permitted by applicable law.

3. CONSIDERATION

In consideration for the Assignment, Assignee shall pay Assignor Consideration Amount: payable on Payment Date: . Payment shall be made by wire transfer or other immediately available funds to an account designated in writing by Assignor.

4. REPRESENTATIONS AND WARRANTIES

4.1 Assignor Representations. Assignor represents and warrants that: (a) Assignor is the sole legal and beneficial owner of the Assigned Deposit free and clear of any liens, encumbrances, security interests or claims other than those expressly disclosed in writing to Assignee; (b) Assignor has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and (c) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not violate any law, agreement, or court order binding on Assignor.

4.2 Assignee Representations. Assignee represents that it has the power and authority to accept the Assignment and to perform its obligations hereunder, and that this Agreement constitutes a valid and binding obligation of Assignee enforceable 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 requested to effectuate the purposes of this Agreement, including notices to the Depositary and any endorsements, assignments, or acknowledgments necessary to transfer rights in the Assigned Deposit.

6. INDEMNITY

Assignor shall indemnify, defend and hold harmless Assignee from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Assignor's representations, warranties or covenants contained herein or any undisclosed lien or encumbrance on the Assigned Deposit existing as of the Effective Date.

7. NOTICES

Notices to Assignor

Notices to Assignee

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to principles of conflicts of law. The Parties submit to the exclusive jurisdiction of the courts located in that state for resolution of disputes arising under this Agreement.

9. ENTIRE AGREEMENT

This Agreement, together with the Original Agreement to the extent incorporated by reference herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written.

10. SEVERABILITY

If any provision of this Agreement is determined 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; COUNTERPARTS

No amendment or waiver of any provision of this Agreement 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. This Agreement 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. ADDITIONAL PROVISIONS

The Parties agree that the Depositary may rely on a copy of this Agreement, and the Parties shall cooperate in obtaining any acknowledgements or endorsements by the Depositary confirming the transfer. Any dispute relating to the recognition of this Assignment by the Depositary shall be resolved in accordance with Section 8.

Description of Assigned Deposit or Additional Terms:

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