Legal Party Change Document

Legal Party Change Document

This Legal Party Change Document (the "Agreement") is made effective as of by and between Transferor Name: , an organized under the laws of , with principal place of business at (the "Transferor"); and Transferee Name: , an organized under the laws of , with principal place of business at (the "Transferee").

RECITALS

WHEREAS, Transferor is currently a party to an agreement entitled dated (the "Original Agreement");

WHEREAS, Transferor desires to transfer and assign to Transferee all of Transferor's rights and obligations under the Original Agreement to the extent set forth herein; and

WHEREAS, Transferee desires to accept such transfer and to assume the obligations of Transferor, each subject to the terms and conditions of this Agreement.

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

1. DEFINITIONS

1.1 Assigned Rights. "Assigned Rights" means all rights, title and interest of Transferor under the Original Agreement arising on or after the Effective Date and specifically identified in Exhibit A attached hereto, if any.

1.2 Assumed Obligations. "Assumed Obligations" means all duties, liabilities and obligations of Transferor under the Original Agreement arising on or after the Effective Date as described in this Agreement.

2. ASSIGNMENT

2.1 Assignment. Effective as of the Effective Date, Transferor hereby assigns, transfers and conveys to Transferee all of Transferor's right, title and interest in and to the Assigned Rights without further conveyance or action, subject to the terms of this Agreement.

2.2 Consideration. As consideration for the assignment, the parties acknowledge receipt of: . If a monetary payment is made, amount: .

3. ASSUMPTION OF OBLIGATIONS

3.1 Assumption. Transferee hereby accepts the assignment and agrees to perform and discharge the Assumed Obligations when due and to indemnify and hold harmless Transferor for any liabilities or claims arising from Transferee's failure to perform obligations accruing on or after the Effective Date.

3.2 Pre-Existing Liabilities. Transferor shall remain liable for all obligations, liabilities and claims arising prior to the Effective Date except to the extent Transferor has expressly assigned such liabilities in writing and such assignment is accepted in writing by the relevant counterparty.

4. NOVATION AND RELEASE

4.1 Novation. To the extent required by applicable law or by the Original Agreement, the parties agree to effect a novation whereby Transferee replaces Transferor as a party to the Original Agreement and, upon acceptance by the counterparty to the Original Agreement, Transferor shall be released from obligations accruing after the Effective Date.

4.2 Counterparty Consent. Transferor represents and warrants that all consents, waivers and approvals of third-party counterparties required to effectuate the transfer have been obtained prior to execution of this Agreement or will be obtained in accordance with the schedule set forth below.

Consent obtained from Original Agreement counterparty: Yes

5. REPRESENTATIONS AND WARRANTIES

5.1 Mutual Authority. Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder and that this Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms.

5.2 No Conflicts. Each party represents that execution and performance of this Agreement will not violate any material agreement, law or order binding on such party. Transferor further represents that, to Transferor's knowledge, there are no defaults or conditions that would materially impair the Assigned Rights.

6. INDEMNIFICATION

6.1 Indemnity by Transferor. Transferor shall indemnify, defend and hold Transferee harmless from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of facts or circumstances occurring prior to the Effective Date related to the Assigned Rights.

6.2 Indemnity by Transferee. Transferee shall indemnify, defend and hold Transferor harmless from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of performance of the Assumed Obligations on or after the Effective Date.

7. NOTICES

All notices, demands or communications required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier or certified mail, return receipt requested, to the addresses set forth above, and shall be effective upon receipt.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles.

9. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

9.1 Entire Agreement. This Agreement, together with any exhibits and the Original Agreement to the extent expressly incorporated, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings.

9.2 Severability. If any provision of this Agreement is held invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the remaining provisions, which shall continue in full force and effect.

9.3 Amendment; Waiver. No amendment or waiver of any provision hereof shall be effective unless in a written instrument signed by the party against whom enforcement is sought. No failure or delay in exercising any right shall operate as a waiver.

10. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

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