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Exhibit 10.40




THIS ASSIGNMENT AND CONSENT TO ASSIGNMENT OF SUBLEASE (this “Consent”) is made as of the 18 th day of August, 2006, by and among DBSI HOUSING, INC., as successor in interest to The Arbors of Brookhollow Operating Partnership, LTD (“Landlord”); ASCENSION CAPITAL GROUP, LTD., (“Assignor”); ENCORE CAPITAL GROUP, INC. (“Encore”); ASCENSION ACQUISITION, L.P. (“Assignee”); and SOUTHWESTERN BELL TELEPHONE, L.P. ( “Tenant” ).


A. WHEREAS, Landlord and Tenant, successor in interest to Southwestern Bell Telephone Company (“Original Tenant”), are parties to that certain Lease Agreement dated September 26, 2000 (the “Lease”). Terms not otherwise defined in this Consent are defined in the Lease; and

B. WHEREAS, Landlord lease to Tenant certain premises consisting of approximately 85,893 rentable square feet (the “Tenant’s Premises”) of that certain building located at 2201 East Lamar Boulevard, Arlington, Texas, attached hereto as Exhibit “A”; and

C. WHEREAS, Tenant subleased approximately 28,603, rentable square feet on the second floor of the Building (the “Premises”), located within the Tenant’s Premises, to Assignor, pursuant to the Sublease dated as of February 12, 2004, by and between Tenant and Assignor (the “Sublease”), attached hereto as Exhibit “B”; and

D. WHEREAS, Assignor and Assignee intend to enter into an Asset Purchase Agreement (“the Purchase Agreement”), pursuant to which Assignor will transfer substantially all of its assets to Assignee, the consummation of which (the “Closing”) is scheduled to occur on or about August 17, 2005; and

E. WHEREAS, is connection with the purchase Agreement, Assignor wishes to assign to Assignee and Assignee wishes to assume from Assignor the Sublease as of Closing, which assignment and assumption is conditioned upon and shall be effective only in the event of the Closing; and

F. WHEREAS, Assignor has asked Landlord and Tenant to consent to the assignment of the Sublease (“Assignment to Sublease”) to Assignee.

NOW, THEREFORE, Landlord and Tenant each hereby consents to the Assignment of Sublease of the Premises to Assignee, such consent being subject to and upon the following terms and conditions to each of which Assignor and Assignee expressly agree.

1. Assignment of Sublease . Assignor hereby transfers and assigns to Assignee all of its right, title, and interest to and under the Sublease effective as of the date of the Closing, to have and to hold the same for and during the remainder of the term(s) mentioned in such Sublease, subject to the covenants and conditions therein mentione

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