Legal Trust Offer Agreement

LEGAL TRUST OFFER AGREEMENT

This Legal Trust Offer Agreement ("Agreement") is made as of the Effective Date specified below by and between Offeror Name: whose mailing address is (hereinafter "Offeror"), and Trustee Name: whose mailing address is (hereinafter "Trustee").

Trust Name: Effective Date:

RECITALS

WHEREAS, Offeror is the legal owner, or has legal authority to transfer, certain property and rights described herein and desires to offer such property to be held, administered and managed for the benefit of the beneficiaries of the Trust; and

WHEREAS, Trustee is willing to accept the offer of funding and to act as trustee under the terms and conditions set forth in this Agreement and in the trust instrument governing the Trust; and

WHEREAS, the parties desire to set forth the terms by which Offeror will transfer assets to the Trust and Trustee will accept, hold, manage and administer those assets for the purposes and subject to the limitations stated in the trust instrument and this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants, representations and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

(a) "Trust Instrument" means the written instrument establishing the Trust identified above and any amendments thereto executed in accordance with its terms and applicable law.

(b) "Offered Assets" means the property, rights and interests described in Section 2 of this Agreement to be transferred by Offeror to the Trust.

2. DESCRIPTION OF OFFERED ASSETS; FUNDING

Offeror hereby offers to transfer to the Trust, and Trustee agrees to accept, the assets described below subject to the terms and conditions of this Agreement:

Transfer instruments to effectuate funding (e.g., deeds, assignment agreements, endorsements) shall be prepared by Offeror and delivered to Trustee no later than (the "Funding Deadline"). Offeror covenants to execute, deliver and, if required, record or file all documents necessary to effectuate the transfer.

3. ACCEPTANCE BY TRUSTEE

Trustee shall have the right to accept the Offer by delivering to Offeror a written Acceptance setting forth any conditions of acceptance. Absent a timely written Acceptance containing lawful conditions, Trustee shall be deemed to have accepted this Offer upon receipt of valid transfer instruments and actual delivery of the Offered Assets into the Trust.

Acceptance Deadline:

4. TRUSTEE DUTIES AND POWERS

Upon acceptance and funding, Trustee shall hold, manage, invest and distribute the Offered Assets in accordance with the Trust Instrument and applicable law. Trustee shall exercise the powers of a fiduciary, including the power to acquire, sell, encumber and otherwise deal with trust property as necessary to administer the Trust, consistent with the purposes set forth in the Trust Instrument.

Trustee shall be entitled to rely upon the representations, certificates and instructions of Offeror and any advisors retained by Offeror unless Trustee has actual knowledge of manifest error or impropriety.

5. REPRESENTATIONS AND WARRANTIES

6. CONDITIONS PRECEDENT

The obligations of the parties under this Agreement are subject to the satisfaction, prior to or at the time of funding, of the following conditions precedent:

7. INDEMNIFICATION

Offeror shall indemnify, defend and hold harmless Trustee and its agents, affiliates and successors from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of Offeror's representations, warranties or covenants contained herein, or from Offeror's failure to convey good and marketable title to the Offered Assets free and clear of liens, encumbrances or third-party rights, except to the extent such claims arise from Trustee's gross negligence or willful misconduct.

8. NOTICES

All notices, consents, or communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth in the opening paragraph or to such other address as a party may specify in writing.

9. AMENDMENT; WAIVER

This Agreement may be amended, modified or supplemented only by a written instrument executed by both Offeror and Trustee. No failure or delay by any party in exercising any right hereunder will operate as a waiver, and no single or partial exercise of any such right will preclude any further exercise thereof or the exercise of any other right.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles that would result in the application of the laws of any other jurisdiction.

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with the Trust Instrument and any documents referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions will not be affected thereby.

12. COUNTERPARTS

This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Facsimile or electronic signatures shall be treated as original signatures for all purposes.

13. MISCELLANEOUS

The headings contained in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The parties agree to execute such further documents and to take such further action as may be reasonably required to effectuate the purposes of this Agreement.

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