Trust Assignment Document

TRUST ASSIGNMENT DOCUMENT

This Trust Assignment Document (the "Agreement") is made as of Effective Date: by and between Assignor Name: , whose address for notices is Assignor Address: ("Assignor"), and Assignee Name: , whose address for notices is Assignee Address: ("Assignee").

RECITALS

WHEREAS, Assignor is a beneficiary of the trust known as Trust Name: , dated Trust Date: (the "Trust"), and the Trustee identified in the Trust instrument is Trustee Name: .

WHEREAS, Assignor owns certain beneficial interest in the Trust constituting the rights, title and interests described in Schedule A: ; and

WHEREAS, Assignor desires to assign and transfer, and Assignee desires to accept, all of Assignor's right, title and interest in and to the Assigned Interest (as defined below), upon the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants and other valuable consideration set forth herein, the parties agree as follows:

1. Assignment of Interest

1.1 Assignment. Assignor hereby irrevocably assigns, conveys and transfers to Assignee all of Assignor's right, title and interest in and to the beneficial interest described as:

1.2 Scope. The assigned interest includes, without limitation, any present or future distributions, rights to income, principal, and consent rights, if any, related to the Assigned Interest consistent with the terms of the Trust instrument.

2. Consideration

As consideration for the assignment set forth in Section 1, Assignee shall pay to Assignor the sum of Consideration Amount: (the "Consideration"), receipt of which Assignor hereby acknowledges. The parties agree that such Consideration constitutes full and sufficient consideration for the transfer of the Assigned Interest.

3. Representations and Warranties

3.1 Assignor's Representations. Assignor represents and warrants to Assignee that: (a) Assignor is the legal and beneficial owner of the Assigned Interest free and clear of all liens, encumbrances and adverse claims other than those expressly disclosed in writing to Assignee; (b) Assignor has full power and authority to execute and perform this Agreement and to assign the Assigned Interest; (c) this Agreement constitutes a valid and binding obligation of Assignor enforceable in accordance with its terms.

3.2 Assignee's Representations. Assignee represents and warrants to Assignor that Assignee has the power and authority to accept the assignment and to perform its obligations hereunder.

4. Trustee Consent and Limitations

4.1 Trustee Consent. The parties acknowledge that certain assignments of beneficial interests may require the consent of the Trustee or compliance with procedures set forth in the Trust instrument. Assignor shall promptly seek any required consent of the Trustee. If required, the effectiveness of this assignment is conditioned upon the Trustee's written consent. Consent obtained on: .

4.2 Limitation on Trustee Authority. Notwithstanding assignment hereunder, nothing in this Agreement shall be construed to impose any duties upon the Trustee beyond those set forth in the Trust instrument or to provide the Trustee with any obligation to enforce this Agreement between Assignor and Assignee.

5. Further Assurances

Assignor agrees, at Assignee's expense if requested, to execute and deliver such additional documents and to take such further actions as may be necessary or reasonably requested by Assignee to effectuate the purposes of this Agreement and to vest in Assignee good and marketable title to the Assigned Interest.

6. Indemnification

Assignor shall indemnify, defend and hold harmless Assignee from and against any and all losses, liabilities, claims, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Assignor's representations, warranties or covenants contained in this Agreement.

7. Notices

All notices, requests, demands and other communications under this Agreement must be in writing and will be deemed given when delivered personally, or three business days after deposit in the U.S. mail, postage prepaid, addressed to the party at its address below or at such other address as such party designates by written notice:

8. Amendments; Waiver; Counterparts

This Agreement may be amended only by a written instrument executed by both parties. No waiver by either party of any breach of this Agreement shall be deemed a waiver of any other breach. 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.

9. Governing Law; Entire Agreement; Severability

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified: , without regard to principles of conflicts of law.

9.2 Entire Agreement. This Agreement, together with any schedules or exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect thereto.

9.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

10. Miscellaneous

Each party shall bear its own fees and expenses in connection with the negotiation, execution and delivery of this Agreement except as otherwise expressly provided herein. The headings in this Agreement are for convenience only and shall not affect its interpretation.

SIGNATURES

The parties hereby execute this Agreement as of the date set forth below.

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