Trustee Resolution Agreement

TRUSTEE RESOLUTION AGREEMENT

This Trustee Resolution Agreement (the Agreement) is made effective as of Effective Date: by and between Trust Name: (the "Trust") and Trustee Representative Name: (the "Trustee"). The Trust and the Trustee are sometimes referred to collectively as the Parties.

RECITALS

WHEREAS, the Trust was established pursuant to its governing instrument and the Trustee is vested with the powers and responsibilities set forth therein; and

WHEREAS, the Trustee has convened a meeting of the board of trustees or has obtained written consent of the trustees in accordance with the governing instrument to consider and approve the actions described below; and

WHEREAS, the Parties desire to set forth in writing the resolutions authorizing specified acts, delegations and confirmations with respect to the Trust's assets and administration.

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

1. DEFINITIONS

1.1 Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in the Trust instrument. For purposes of this Agreement, "Authorized Action" means the actions described in Section 2 below.

2. AUTHORIZATION OF ACTIONS

2.1 The trustees hereby adopt and ratify the following resolution authorizing the Trustee to take the actions set forth in the Authorized Action: the trustees, having determined such actions to be in the best interest of the Trust and consistent with the Trust instrument, authorize the Trustee to:

2.2 Without limiting the foregoing, the Trustee is expressly authorized to negotiate, execute, deliver, acknowledge, record and perform all instruments, contracts, deeds, assignments, transfers, releases, and other documents (collectively, Transaction Documents) and to take such other acts and execute such further documents as the Trustee reasonably deems necessary or desirable to effectuate the Authorized Action.

3. DELEGATION AND AUTHORITY

3.1 The Trustee is authorized to appoint and delegate to one or more officers, agents, attorneys-in-fact or advisers (each an Agent) such powers and authorities with respect to the Authorized Action as the Trustee deems necessary or appropriate. The Trustee shall deliver to the Trust written notice identifying any Agent and the scope of delegated authority.

4. EXECUTION AND DELIVERY

4.1 Any instrument or document executed by the Trustee pursuant to this Agreement, or by an Agent acting pursuant to written delegation from the Trustee, shall be deemed for all purposes to be the valid and binding act and deed of the Trust and shall be fully authorized, ratified and approved by the trustees.

4.2 The Trustee is authorized to affix the Trust seal (if any), to attest signatures and to take any action reasonably required to effectuate recording, filing and transfer of title or interests related to the Authorized Action.

5. RATIFICATION

All prior acts taken by the Trustee or any Agent in connection with the Authorized Action and within the scope of the Trustee's authority are hereby ratified, confirmed and approved in all respects by the trustees.

6. REPRESENTATIONS AND WARRANTIES

6.1 The Trustee represents and warrants to the Trust that (a) the Trustee has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement is a legal, valid and binding obligation of the Trustee enforceable in accordance with its terms; and (c) the execution and performance of this Agreement do not and will not violate the Trust instrument, any applicable law or any material agreement to which the Trustee or the Trust is a party.

7. INDEMNIFICATION

7.1 To the fullest extent permitted by applicable law and the Trust instrument, the Trust shall indemnify and hold harmless the Trustee and any Agent against all losses, liabilities, claims, costs and expenses (including reasonable attorneys' fees) incurred in connection with or arising out of the execution, delivery, administration or enforcement of the Authorized Action, except to the extent such losses result from the Trustee's gross negligence, willful misconduct or bad faith.

8. MEETING OR CONSENT DETAILS

The trustees confirm that the Resolution was adopted by the following means: Meeting of trustees Written unanimous consent

Meeting Date:    Location:

9. RECORDS

9.1 The Trustee shall cause a true and correct copy of this Agreement and any Transaction Documents to be maintained in the records of the Trust and shall make such records available for inspection by any trustee or beneficiary upon reasonable request.

10. NOTICES

10.1 All notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested) or by nationally recognized overnight courier, to the addresses set forth above or such other address as a Party may designate by notice in accordance with this Section.

11. AMENDMENTS; WAIVER

11.1 This Agreement may be amended only by a written instrument signed by all Parties. No waiver of any provision or right shall be effective unless in writing and signed by the Party to be charged. The failure or delay of any Party to insist upon strict performance of any covenant or condition shall not be deemed a waiver of such covenant or condition.

12. GOVERNING LAW

12.1 This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of laws principles.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations and agreements, whether oral or written. 13.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

14. COUNTERPARTS

14.1 This Agreement 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 effective for all purposes.

15. CERTIFICATION

15.1 The undersigned hereby certify that they are authorized to execute this Agreement on behalf of their respective Parties and that the resolutions reflected herein were duly adopted in accordance with the Trust instrument and applicable law, and constitute the valid and binding acts of such Party.

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