Legal Account Surrender Letter

LEGAL ACCOUNT SURRENDER LETTER

This Legal Account Surrender Letter (the "Letter") is made effective as of by and between Surrendering Party: with principal address at , and Receiving Party: with principal address at .

RECITALS

WHEREAS, Surrendering Party is the legal owner or authorized agent of the account identified as Account Name: , Account Number: (the "Account");

WHEREAS, Surrendering Party desires to surrender, transfer or terminate all right, title and interest in and to the Account and any related funds, instruments and assets in accordance with the terms set forth in this Letter; and

WHEREAS, Receiving Party is willing to accept the surrender and to take such actions as are necessary to effectuate the transfer, subject to the representations, warranties and indemnities contained herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Letter, the following terms shall have the meanings set forth below:

"Account" means the account identified above, together with any and all funds, securities, instruments, accrued interest, dividends, entitlements, records and other property held therein or relating thereto.

2. ACCOUNT IDENTIFICATION AND SCOPE OF SURRENDER

Surrendering Party hereby irrevocably surrenders and relinquishes all legal and beneficial ownership, control, authority and signatory rights with respect to the Account as of the Effective Date specified above. This surrender includes:

Account Type (check applicable): Savings Checking Brokerage Trust / Fiduciary Escrow

Surrender Scope: All funds and assets in the Account Specified assets only

3. TRANSFER INSTRUCTIONS

Surrendering Party directs and authorizes the institution maintaining the Account, and authorizes Receiving Party, to take all actions necessary to transfer or deliver the surrendered assets in accordance with the instructions below and in a commercially reasonable manner. Transfer Method (check one): Wire Transfer Check Transfer Agent / In-Kind Transfer

Transfer Date (requested): . Receiving Party shall use commercially reasonable efforts to effect transfer within the time required by applicable rules and by the institution holding the Account.

4. AUTHORIZATION TO FINANCIAL INSTITUTION

Surrendering Party authorizes the financial institution or custodian that maintains the Account to accept and act upon this Letter, to rely upon the representations and warranties herein, and to release, transfer or deliver Account assets to Receiving Party or to any designee identified by Receiving Party. The financial institution may rely upon any document, instruction or communication believed in good faith to be genuine and properly authorized.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power and authority to enter into and perform this Letter; (b) execution and delivery of this Letter by such party have been duly authorized by all necessary action; and (c) upon performance in accordance with its terms, this Letter will constitute the valid and binding obligation of such party enforceable in accordance with its terms.

Surrendering Party further represents that, to the best of its knowledge, the Account is not subject to any outstanding lien, levy, attachment, or other encumbrance except as disclosed in writing to Receiving Party, and that no other person or entity holds rights to direct or prevent the transfer of the Account other than those disclosed below:

6. INDEMNIFICATION

Surrendering Party agrees to indemnify, defend and hold harmless Receiving Party, its agents and the institution holding the Account (collectively, the "Indemnitees") from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) any breach of a representation or warranty of Surrendering Party in this Letter; (b) any claim by a third party asserting an interest in the Account or the transferred assets; or (c) any failure by Surrendering Party to fully disclose known encumbrances.

Receiving Party shall promptly notify Surrendering Party in writing of any claim for which indemnity is sought and shall permit Surrendering Party to assume the defense of such claim; provided, however, that failure to give prompt notice shall not relieve Surrendering Party of its indemnification obligations except to the extent prejudicial.

7. RELEASE

Upon transfer of the surrendered assets in accordance with this Letter, Surrendering Party releases and forever discharges Receiving Party and the institution from any and all claims, demands and causes of action arising out of or relating to the Account prior to the effective date of transfer, except to the extent caused by gross negligence or willful misconduct of Receiving Party.

8. NOTICES

All notices, requests, consents, claims, demands and other communications hereunder shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a party may specify by notice in accordance with this Section).

9. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

10. ENTIRE AGREEMENT; AMENDMENTS

This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. This Letter may be amended only by a written instrument signed by both parties.

11. SEVERABILITY; WAIVER; COUNTERPARTS

If any provision of this Letter is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach of any provision shall constitute a waiver of any other breach or of the provision itself. This Letter 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. FURTHER ASSURANCES

Each party shall execute and deliver such additional documents and shall take such further actions as may be reasonably necessary or desirable to carry out the purposes and intent of this Letter.

ADDITIONAL INSTRUCTIONS OR COMMENTS

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