Legal Beneficial Interest Form

LEGAL BENEFICIAL INTEREST FORM

This Legal Beneficial Interest Form (the "Form") is made and entered into as of by and between Holder (Legal Title Holder): with principal address at , and Beneficial Owner: with principal address at .

RECITALS

WHEREAS, Holder is the record owner of the asset described as: (the "Asset"); and

WHEREAS, Beneficial Owner claims a beneficial ownership interest in the Asset, and the parties desire to set forth the nature, extent and enforceable rights of that beneficial interest; and

WHEREAS, the parties intend that the beneficial interest described herein shall govern the respective rights and obligations of the parties and serve as written evidence of the beneficial ownership relationship.

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 acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Beneficial Interest" means the equitable interest, right to income, distributions, and other economic benefits arising from ownership of the Asset as described in this Form, irrespective of legal title.

1.2 "Effective Date" means the date set forth above. 1.3 "Units" means the measurable portion of the Beneficial Interest as set forth in Section 2.

2. DECLARATION OF BENEFICIAL INTEREST

2.1 Holder hereby acknowledges and confirms that, as of the Effective Date, Holder holds legal title to the Asset for the benefit of Beneficial Owner and that Beneficial Owner holds the following Beneficial Interest in the Asset:

2.2 Nature of Beneficial Interest (select all applicable):

Sole beneficial owner    Joint tenants    Held in trust / fiduciary capacity    Nominee/agent arrangement

3. REPRESENTATIONS AND WARRANTIES

3.1 Holder represents and warrants that: (a) Holder is the legal record owner of the Asset; (b) to Holder's knowledge, the Asset is free and clear of any lien, encumbrance, or adverse claim except as disclosed in writing at the Effective Date in the field below; and (c) Holder has full corporate or individual power and authority to execute and deliver this Form and to perform its obligations hereunder.

3.2 Beneficial Owner represents and warrants that Beneficial Owner is the true beneficial owner of the interest claimed, that no other person has superior claim to the Beneficial Interest, and that Beneficial Owner has the legal capacity to accept and hold the Beneficial Interest.

4. COVENANTS

4.1 Holder covenants that Holder shall not convey, encumber, or grant any rights in the Beneficial Interest except with the prior written consent of Beneficial Owner, which consent shall not be unreasonably withheld where such action impairs the economic rights of the Beneficial Owner.

4.2 Beneficial Owner covenants to pay all taxes and tax liabilities attributable to the Beneficial Interest and to provide Holder with reasonable documentation as may be required to affect tax reporting and compliance.

5. RECORDING, NOTICE AND ACKNOWLEDGMENT

5.1 The parties may, at their election, record a notice or memorandum evidencing this Beneficial Interest in appropriate records. Any such recording shall not itself transfer legal title but shall serve as notice to third parties of the equitable interest described herein.

6. TRANSFER RESTRICTIONS

6.1 Neither Holder nor Beneficial Owner shall transfer or assign the Beneficial Interest, in whole or in part, unless such transfer is in writing, executed by the transferring party and accepted in writing by the other party, and provided that any assignee executes an instrument acknowledging and agreeing to be bound by the terms of this Form.

7. TAX MATTERS

7.1 All income, gains, losses, deductions and tax credits attributable to the Beneficial Interest shall be reported for tax purposes by Beneficial Owner unless otherwise required by applicable law. Beneficial Owner shall indemnify and hold harmless Holder from any tax liabilities, interest, or penalties arising from Beneficial Owner's failure to report or pay taxes on the Beneficial Interest.

8. INDEMNIFICATION

8.1 Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of that party's breach of its representations, warranties or covenants under this Form.

9. CONFIDENTIALITY

9.1 The parties shall keep confidential the terms of this Form and any non-public information exchanged in connection with the Beneficial Interest, except to the extent disclosure is required by law, regulation, or in connection with enforcement of this Form.

10. MISCELLANEOUS

10.1 Governing Law. This Form shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties:

10.2 Entire Agreement. This Form constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.

10.3 Severability. If any provision of this Form is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.4 Amendments; Waiver. Any amendment or waiver of any provision of this Form must be in writing and signed by both parties. Failure to enforce any provision shall not constitute a waiver of future enforcement.

10.5 Counterparts. This Form 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.

CERTIFICATION

By signing below, each signatory certifies under penalty of perjury that the information provided in this Form is true, correct and complete to the best of such signatory's knowledge and agrees that this Form may be relied upon by the other party and by any authorized third party for the purposes described herein.

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