Legal Trustee Letter

LEGAL TRUSTEE LETTER

This Legal Trustee Letter (the "Letter") is made effective as of by and between Trustee: whose address is and Recipient: whose address is .

RECITALS

WHEREAS, the Trustee is the duly appointed trustee of the trust known as the established on (the "Trust"); and

WHEREAS, the Trustee has custody and control of certain trust property and is empowered under the terms of the Trust instrument, applicable law and fiduciary duties to manage, invest, transfer, encumber and otherwise administer trust assets; and

WHEREAS, the Recipient has requested written certification of the Trustee's authority and such other assurances as set forth herein and the Trustee is willing to provide the representations and undertakings contained in this Letter.

NOW, THEREFORE

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

1. CERTIFICATION OF TRUST AND AUTHORITY

1.1 The Trustee hereby certifies that the Trust identified above is validly existing and that the Trustee named in this Letter is the duly appointed, qualified and acting trustee with full power and authority under the terms of the Trust instrument and applicable law to take the actions described herein. The Trustee represents that, to the Trustee's actual knowledge, the Trust has not been revoked, terminated or amended in any manner that would revoke the Trustee's powers related to this Letter.

1.2 The Trustee is authorized, without further consent or action by any third party other than as specifically set forth in this Letter, to:

2. REPRESENTATIONS AND WARRANTIES

2.1 The Trustee represents and warrants to the Recipient that: (a) the Trustee has full power and authority to execute and deliver this Letter and to perform the obligations herein; (b) the execution of this Letter does not violate the Trust instrument or any applicable law known to the Trustee; and (c) any documents executed by the Trustee pursuant to this Letter will be within the Trustee's authority and binding upon the Trust.

2.2 The Recipient represents that it will act in reliance upon the certifications and documents provided by the Trustee, subject to its own customary verification procedures.

3. RELIANCE; INDEMNIFICATION

3.1 The Recipient may rely on this Letter and on any certificate, instrument or copy of the Trust instrument delivered by the Trustee (including facsimile or electronically delivered copies) as conclusive evidence of the facts stated herein, provided that the Recipient may require further evidence reasonably acceptable to it if the Recipient in good faith deems such evidence necessary.

3.2 The Trustee shall indemnify, hold harmless and defend the Recipient from and against any and all losses, claims, demands, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the representations and warranties contained in this Letter or from any action taken by the Recipient in reasonable reliance on this Letter, except to the extent such loss is caused by the Recipient's gross negligence or willful misconduct.

4. LIMITATIONS ON AUTHORITY

4.1 Notwithstanding any other provision herein, the Trustee's authority shall be subject to the express limitations set forth in the Trust instrument, including any requirements for co-trustee concurrence, court approval, notice to beneficiaries, or other conditions precedent. The Trustee shall not act beyond those limitations and shall notify the Recipient if the Trustee becomes aware of any restriction that would affect the Trustee's ability to perform a requested action.

5. NOTICES

5.1 Any notice, demand or communication required or permitted under this Letter shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party shall have specified by notice in accordance with this Section. Notices shall be delivered by hand, certified mail (return receipt requested), nationally recognized overnight courier, or electronic delivery if acknowledged in writing.

6. AMENDMENT; WAIVER; COUNTERPARTS

6.1 This Letter may be amended, modified or supplemented only by a written instrument signed by both parties. No waiver of any provision of this Letter shall be effective unless in writing and signed by the party against whom enforcement of the waiver is sought. The failure of either party to enforce any provision of this Letter shall not constitute a waiver of such provision or of the right of that party to subsequently enforce such provision.

6.2 This Letter may be executed in counterparts, each of which when so executed shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile or electronically transmitted signatures shall be treated as original signatures for all purposes.

7. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

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

7.2 If any provision of this Letter is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

7.3 This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

8. MISCELLANEOUS

8.1 The parties agree that any reasonable expenses (including reasonable attorneys' fees) incurred in enforcing the terms of this Letter shall be borne by the non-prevailing party in any dispute between the parties.

8.2 The Trustee confirms that the Trustee is acting in the Trustee capacity indicated below and not in any individual capacity unless otherwise stated.

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