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ASSIGNMENT, ACCEPTANCE AND CONSENT

FOR GOOD AND VALUABLE CONSIDERATION, receipt and sufficiency of which are hereby acknowledged, _____________________________ ("Seller") does hereby sell, assign, transfer and set over to ______________________________ ("Buyer") all of its right, title and interest in and to that certain Contract ("Contract") dated as of _________ by and between Seller and _________________________ (insert name of other party or parties to Contract besides Seller).

Dated as of: ________________

SELLER:

By:_______________________________________________
Name:______________________________
Title: ______________________________

ACCEPTANCE

Buyer hereby accepts foregoing assignment and assumes and agrees to perform all of terms, conditions, covenants and obligations imposed upon Seller under Contract, and Buyer agrees, represents and warrants that it will indemnify and hold Seller harmless from any and all claims made upon Seller at any time and from time to time arising out of a breach or default by Buyer of any of provisions of Contract.

Dated as of: ______________

BUYER:

By:_______________________________________________
Name:______________________________
Title: ______________________________

CONSENT

The undersigned acknowledges notice of and consents to assignment of Contract by Seller to Buyer. The undersigned agrees that all representations, warranties, indemnitees and agreements made by undersigned in the Contract shall inure to benefit of Buyer to same extent as if Buyer had been a party thereto, and Buyer shall have and be entitled to exercise all rights of Seller thereunder.

Dated as of: ______________

CONTRACTING PARTY:

By:_______________________________________________
Name:______________________________
Title: ______________________________