Legal Renunciation and Nomination Form

LEGAL RENUNCIATION AND NOMINATION FORM

This Legal Renunciation and Nomination Form is entered into on by and between Renouncer Name: (hereinafter "Renouncer"), whose address is , and Nominee Name: (hereinafter "Nominee"), whose address is .

RECITALS

WHEREAS, the Renouncer is the holder of certain rights, powers, duties, titles or interests described as: (the "Renounced Interest");

WHEREAS, the Renouncer desires to irrevocably renounce and relinquish the Renounced Interest, and to nominate the Nominee to assume such rights, powers and duties in the place of the Renouncer, subject to the terms and conditions set forth in this instrument; and

WHEREAS, the Nominee is willing to accept nomination and to assume the Renounced Interest upon the effective terms set forth herein, subject to the Nominee's completion of any required formalities and applicable law.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1. RENUNCIATION

1.1 Irrevocable Renunciation. The Renouncer hereby irrevocably and unconditionally renounces, relinquishes and releases all rights, titles, powers, privileges, claims and interests of any kind in and to the Renounced Interest identified above, effective as of the Effective Date set forth in this instrument. This renunciation is absolute, unconditional and without reservation except as expressly stated herein.

1.2 Scope. The renunciation includes, without limitation, the right to appoint representatives, executors, trustees, agents, successors or beneficiaries with respect to the Renounced Interest, and any entitlement to receive compensation, fees, distributions or property arising from the Renounced Interest.

2. NOMINATION AND ACCEPTANCE

2.1 Nomination. The Renouncer nominates the person identified as Nominee Name:

2.2 Acceptance. The Nominee hereby indicates acceptance of the nomination by checking the acceptance box below and by signing this Form. Acceptance is conditioned upon the Nominee's ability to satisfy any legal qualifications and upon performance of any duties required by applicable law.

Nominee accepts nomination and agrees to assume the Renounced Interest upon the Effective Date.

3. EFFECT OF RENUNCIATION

3.1 No Further Claims. Upon the Effective Date, the Renouncer covenants and warrants that the Renouncer shall have no right to exercise, claim or assert any authority, obligation or entitlement arising from the Renounced Interest and shall not accept any benefit arising therefrom.

3.2 Revocation of Prior Instruments. The Renouncer hereby revokes, to the extent permitted by law, any prior nomination, appointment, power of attorney, instrument or designation that conflicts with the renunciation set forth in this Form.

4. REPRESENTATIONS AND WARRANTIES

4.1 Each party represents and warrants that such party has full legal capacity and authority to enter into this Form, that the execution and delivery of this Form has been duly authorized, and that this Form constitutes a valid and binding obligation enforceable in accordance with its terms.

4.2 The Renouncer represents that the Renouncer's decision to renounce is made voluntarily, free of coercion, undue influence or duress, and that no material facts relating to the Renounced Interest have been fraudulently concealed.

5. INDEMNIFICATION

The Renouncer agrees to indemnify, defend and hold harmless the Nominee from and against any and all losses, liabilities, claims, costs or expenses arising out of any inaccurate representation by the Renouncer with respect to the Renounced Interest or from the Renouncer's act or omission prior to the Effective Date, except to the extent caused by the Nominee's gross negligence or willful misconduct.

6. NOTICES

Notices shall be effective when received, and shall be sent to the addresses provided above or to such other address as a party may designate in writing.

7. GOVERNING LAW; MISCELLANEOUS

7.1 Governing Law. This Form shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

7.2 Entire Agreement. This Form constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written.

7.3 Amendments and Waiver. No amendment, modification or waiver of any provision of this Form shall be effective unless in writing and signed by both parties. No waiver by any party of any breach shall be deemed a waiver of any other breach.

7.4 Severability. If any provision of this Form is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties as closely as possible.

7.5 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. Facsimile or electronic signatures shall be binding for all purposes.

8. ADDITIONAL PROVISIONS

The parties acknowledge that they have read and understand the foregoing and that they have had the opportunity to seek independent advice prior to executing this Form.

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