Legal Final Distribution Declaration

LEGAL FINAL DISTRIBUTION DECLARATION

This Final Distribution Declaration is made and executed on this day of , , by and between Declarant Name: acting in the capacity of ; and Recipient Name: .

RECITALS

WHEREAS, Declarant is the duly appointed representative authorized to administer and distribute the assets of the estate or trust identified as Instrument/Trust Name: , executed on day of , (the "Instrument");

WHEREAS, Declarant has taken all actions required or reasonably necessary under the Instrument and applicable law to marshal, convert, and distribute the assets of the estate or trust and has prepared a final accounting and list of distributions;

WHEREAS, Recipient is a designated beneficiary or payee entitled to receive one or more distributions as set forth in the Instrument and as itemized in Schedule A attached hereto and incorporated by reference.

NOW, THEREFORE, in consideration of the mutual covenants and representations herein contained, Declarant and Recipient hereby declare and agree as follows:

1. DEFINITIONS

For purposes of this Declaration: (a) "Instrument" means the testamentary instrument, trust instrument or other governing document identified above; (b) "Final Distribution" means the transfers, payments and conveyances completed by Declarant in accordance with the Instrument and this Declaration; and (c) "Schedule A" means the itemized list of assets, amounts and recipients set forth in the Schedule A textarea below.

2. FINAL DISTRIBUTION; CERTIFICATION

Declarant certifies that, as of the declaration date specified above, Declarant has made Final Distribution to Recipient as set forth in Schedule A and that all transfers described in Schedule A were made in full, free and clear of any liens or encumbrances except as expressly noted in Schedule A.

Declarant further certifies that the estate/trust obligations, administrative expenses and priority claims have been addressed as follows:

Debts, taxes, costs of administration and other priority liabilities have been paid or adequate provision has been made therefor in accordance with the Instrument and applicable law.

3. ACCOUNTING AND RELEASE

Declarant represents that a final accounting of receipt, disposition and distribution of estate/trust assets has been prepared and delivered to Recipient, and Recipient acknowledges receipt of such final accounting unless Recipient indicates otherwise in writing to Declarant within thirty (30) days of receipt.

Upon acceptance of the Final Distribution, Recipient hereby releases and forever discharges Declarant from any further duty, obligation or liability for acts or omissions occurring prior to the date of this Declaration, except for willful misconduct or gross negligence.

4. REPRESENTATIONS AND WARRANTIES

Declarant represents and warrants that: (a) Declarant has full authority to execute and deliver this Declaration; (b) all distributions reflected in Schedule A were made in accordance with the Instrument and applicable law; and (c) to Declarant's knowledge, no creditor claims exist that would materially affect the distributions set forth herein except as disclosed in Schedule A.

5. TAXES AND LIABILITIES

Except as otherwise provided in the Instrument or agreed in writing, Recipient shall be responsible for any income, transfer or other taxes imposed by any authority in respect of the distributions received by Recipient. Declarant shall cooperate reasonably with Recipient in preparing any tax-related documentation related to the Final Distribution.

6. INDEMNIFICATION

Recipient agrees to indemnify, defend and hold harmless Declarant from and against any and all losses, claims, costs and liabilities (including reasonable attorneys' fees) arising from Recipient's failure to disclose information relevant to the distributions or Recipient's breach of this Declaration, except to the extent such losses arise from Declarant's willful misconduct or gross negligence.

7. NOTICES

All notices, requests, consents and other communications required or permitted under this Declaration shall be in writing and shall be delivered to the parties at the addresses set forth below.

8. AMENDMENT; WAIVER; COUNTERPARTS

This Declaration may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom enforcement is sought. This Declaration may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Declaration shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of law principles. This Declaration, together with the Instrument and Schedule A, constitutes the entire agreement of the parties relating to the subject matter hereof and supersedes all prior oral or written agreements. If any provision of this Declaration is held invalid or unenforceable, the remainder of this Declaration shall remain in full force and effect.

10. MISCELLANEOUS

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