Legal Margin Representation Letter

LEGAL MARGIN REPRESENTATION LETTER

This Legal Margin Representation Letter (the "Letter") is made and entered into as of by and between Client Name: ("Client") and Recipient Name: ("Recipient").

RECITALS

WHEREAS, Client maintains or will establish a margin account with Recipient identified as Account Number: (the "Account"); and

WHEREAS, Client seeks to obtain credit, securities lending, or margin-related services from Recipient and acknowledges that Recipient will rely on the representations and covenants set forth herein in extending such services; and

WHEREAS, Client desires to provide written representations and warranties to Recipient concerning the Account, Client's authority, financial condition and compliance with applicable margin requirements.

NOW, THEREFORE

In consideration of Recipient's agreement to open, maintain or extend margin facilities with respect to the Account and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Client hereby represents, warrants and covenants as follows:

1. DEFINITIONS

For purposes of this Letter, "Margin Requirements" means the margin maintenance and initial margin standards applicable to the Account under any agreement between the parties, applicable exchange or clearinghouse rules, and any applicable law or regulation; "Collateral" means all securities, cash and other property pledged, transferred or otherwise held in connection with the Account.

2. REPRESENTATIONS AND WARRANTIES

2.1 Authority. Client represents and warrants that Client has full power and authority to execute, deliver and perform this Letter and to grant all rights and powers granted herein. If Client is an entity, its execution of this Letter has been duly authorized by all necessary corporate, partnership or other organizational action.

2.2 Valid Obligations. This Letter constitutes a legal, valid and binding obligation of Client enforceable against Client in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws affecting creditors' rights generally.

2.3 Financial Condition. To Client's knowledge, Client's most recent financial statements delivered to Recipient fairly present Client's financial condition as of their date in all material respects and there has been no material adverse change in Client's financial condition since such date that would reasonably be expected to impair Client's performance under any margin or credit obligation to Recipient.

2.4 No Conflicting Agreements. Client is not a party to any agreement, and there are no outstanding orders, judgments or decrees, that would conflict with or prevent the performance of Client's obligations under this Letter or that would materially impair the collateral or security interests granted to Recipient.

2.5 Compliance with Margin Requirements. Client has maintained and will continue to maintain the Account and any pledged Collateral in compliance with all applicable Margin Requirements, and Client will immediately notify Recipient in writing if Client becomes unable to meet any applicable Margin Requirements.

2.6 No Litigation. There are no legal or administrative actions pending or, to Client's knowledge, threatened against Client that would, if adversely determined, reasonably be expected to materially impair Client's ability to perform its obligations under this Letter or to affect the value or collectability of Collateral.

3. COVENANTS

3.1 Ongoing Information. Client will provide to Recipient, upon request, such financial information and other information as Recipient may reasonably request to monitor Client's compliance with Margin Requirements and other obligations, and Client will promptly notify Recipient in writing of any material adverse change in Client's business or financial condition.

3.2 Margin Calls; Liquidation Authority. Client acknowledges Recipient's right to make margin calls and to take any actions permitted under the Account agreement, including liquidating or otherwise disposing of Collateral, without prior notice to Client to satisfy margin deficiencies. Client agrees that Recipient shall have no liability for any loss of Market Value resulting from such actions taken in good faith.

3.3 No Transfer of Title. Except as provided in the Account agreement or related security instruments, Client retains legal title to Collateral; however, Client acknowledges and agrees that Recipient may have a security interest, lien, or other rights in Collateral to secure Client's obligations.

4. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Recipient and its officers, directors, employees and agents from and against any and all losses, claims, liabilities, expenses, and damages (including reasonable attorneys' fees) arising out of or relating to (a) any breach of Client's representations, warranties or covenants in this Letter, (b) Client's negligence or willful misconduct in connection with the Account, or (c) any third-party claim resulting from Client's use of margin facilities, except to the extent such losses are caused by Recipient's gross negligence or willful misconduct.

5. TERM AND TERMINATION

This Letter shall remain in effect until terminated by Recipient upon notice to Client or by mutual written agreement. Termination shall not relieve Client of any obligations or liabilities incurred prior to termination, and the representations, warranties, indemnities and covenants that by their nature survive termination shall survive.

6. NOTICES

All notices required or permitted under this Letter shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice in accordance with this Section. Notices shall be effective upon actual receipt.

7. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Letter shall be effective unless in a writing signed by the parties. No failure or delay by a party in exercising any right under this Letter shall operate as a waiver of such right.

8. GOVERNING LAW; VENUE

This Letter shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties agree that jurisdiction and venue for any dispute arising under this Letter shall be laid exclusively in the state or federal courts located within that state.

9. ENTIRE AGREEMENT; SEVERABILITY

This Letter, together with the Account agreement and any security agreements or other documents referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Letter is held invalid or unenforceable, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.

10. COUNTERPARTS; SIGNATURES

This Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or other electronic transmission shall be deemed effective for all purposes.

ADDITIONAL REPRESENTATIONS / SPECIAL INSTRUCTIONS

ENTITY INFORMATION

Corporation    LLC    Partnership    Individual    Other:

Corporation    LLC    Broker-Dealer    Other:

ACKNOWLEDGMENT

Client acknowledges that Recipient will rely upon the representations and covenants set forth in this Letter in extending credit and margin facilities to Client. Client understands that Recipient may, in its sole discretion, take protective or remedial actions (including but not limited to liquidation of Collateral) to protect Recipient's rights without further notice in accordance with applicable agreements and laws.

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