Trust Closing Agreement

TRUST CLOSING AGREEMENT

This Trust Closing Agreement (the Agreement) is made and entered into as of by and between Trustee: , acting by and through Trustee Name: , with principal address: (hereinafter "Trustee"), and Buyer/Transferee: , with principal address: (hereinafter "Buyer"). Trustee and Buyer are sometimes referred to herein individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Trustee is the duly appointed trustee of the trust entitled Trust Name: , dated: , established under the laws of: (the Trust), and, as such, holds legal title to certain assets described below.

WHEREAS, the Parties desire to effect a closing for the sale, transfer, assignment or other disposition of the Trust assets identified in Section 2 (the Trust Assets) on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, Trustee represents that, subject to the representations and warranties herein, Trustee is authorized to convey and transfer the Trust Assets without further assent of the beneficiaries other than as set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 Capitalized terms used in this Agreement and not otherwise defined have the meanings set forth in this Section. "Closing" means the consummation of the transactions contemplated by this Agreement pursuant to Section 3. "Closing Date" means the date specified for Closing in Section 3. "Trust Assets" means the assets of the Trust to be transferred to Buyer, as described in Section 2. Terms defined elsewhere in this Agreement shall have the meanings ascribed to them in the body of this Agreement.

2. DESCRIPTION OF TRUST ASSETS

Trustee agrees to transfer, assign and convey to Buyer, and Buyer agrees to accept from Trustee, all right, title and interest of the Trust in and to the assets described below (collectively, the Trust Assets):

3. CLOSING

3.1 Closing Date and Location. The Closing shall occur on at , or at such other date, time and place as the Parties may agree in writing.

3.2 Purchase Price and Payment. The purchase price for the Trust Assets shall be (Purchase Price). Buyer shall pay the Purchase Price at Closing by wire transfer of immediately available funds to an account designated by Trustee, or as otherwise mutually agreed in writing by the Parties.

3.3 Apportionments and Prorations. Taxes, assessments, rents, utilities and other items customarily apportioned in similar closings shall be prorated as of the Closing Date, except as otherwise agreed in writing by the Parties.

4. CLOSING DELIVERIES

4.1 Deliveries by Trustee. At Closing, Trustee shall deliver to Buyer the following, duly executed where applicable:

4.2 Deliveries by Buyer. At Closing, Buyer shall deliver to Trustee the Purchase Price and the following documents, duly executed where applicable:

5. REPRESENTATIONS AND WARRANTIES

5.1 Trustee Representations and Warranties. Trustee represents and warrants to Buyer, as of the date hereof and as of the Closing Date, that: (a) Trustee has full power and authority to enter into this Agreement and to consummate the transactions contemplated herein; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary trust or fiduciary action; (c) to Trustee's knowledge, the Trust Assets are free and clear of all liens, encumbrances, claims and restrictions other than those disclosed in writing to Buyer prior to execution of this Agreement; and (d) Trustee will convey good and marketable (or as otherwise agreed) title to the Trust Assets at Closing, subject only to those matters expressly permitted by this Agreement.

5.2 Buyer Representations and Warranties. Buyer represents and warrants to Trustee that: (a) Buyer has full power and authority to enter into this Agreement and to consummate the transactions contemplated herein; (b) the execution, delivery and performance of this Agreement by Buyer has been duly authorized by all requisite action; and (c) Buyer has the financial capacity to perform its obligations at Closing.

6. COVENANTS; FURTHER ASSURANCES

Each Party covenants to execute and deliver all documents and take such further actions as may be reasonably required to effectuate the transactions contemplated by this Agreement, including but not limited to obtaining consents, providing trustee's affidavits, and cooperating to cure title matters.

7. TAXES AND WITHHOLDING

All transfer, documentary, stamp, sales and other taxes and fees arising out of or in connection with the conveyance or transfer of the Trust Assets shall be paid as follows: . Each Party shall cooperate in good faith to comply with applicable withholding or reporting requirements.

8. INDEMNIFICATION

8.1 Trustee Indemnity. Trustee shall indemnify and hold harmless Buyer and its affiliates, officers, directors, agents and representatives from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Trustee's representations, warranties or covenants contained in this Agreement or from any undisclosed liens or claims against the Trust Assets existing as of the Closing.

8.2 Buyer Indemnity. Buyer shall indemnify and hold harmless Trustee and its affiliates, officers, directors, agents and representatives from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Buyer's breach of this Agreement or Buyer's failure to perform its obligations at or after Closing.

9. CONDITIONS TO CLOSING

9.1 Conditions to Buyer's Obligations. Buyer's obligation to close is subject to the satisfaction or waiver by Buyer of the following conditions: (a) Trustee's representations and warranties shall be true and correct in all material respects as of the Closing Date; (b) Trustee shall have delivered all documents required under Section 4.1; and (c) no injunction or legal restraint shall prohibit the consummation of the transactions contemplated by this Agreement.

9.2 Conditions to Trustee's Obligations. Trustee's obligation to close is subject to the satisfaction or waiver by Trustee of the following conditions: (a) Buyer's representations and warranties shall be true and correct in all material respects as of the Closing Date; and (b) Buyer shall have delivered the Purchase Price and all documents required under Section 4.2.

10. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below (or to such other address as a Party may specify in writing in accordance with this Section):

11. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended, supplemented or otherwise modified only by a written instrument executed by each Party. No failure or delay by any Party in exercising any right, power or privilege hereunder will operate as a waiver thereof. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

12.2 Entire Agreement. This Agreement, together with the documents delivered at Closing, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties.

12.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the Parties shall endeavor in good faith to replace the invalid, illegal or unenforceable provision with a valid, legal and enforceable provision that preserves, to the fullest extent possible, the intent and economic position of the Parties.

13. MISCELLANEOUS

13.1 Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Trustee may assign to a successor trustee of the Trust.

13.2 Remedies. Except as otherwise expressly provided in this Agreement, the rights and remedies provided herein are cumulative and not exclusive of any rights or remedies provided by law.

13.3 Costs and Expenses. Unless otherwise provided herein, each Party shall pay its own costs and expenses in connection with the negotiation, preparation and performance of this Agreement. Closing costs and title expenses shall be allocated as agreed in writing by the Parties or, absent agreement, as customarily allocated in similar transactions.

SIGNATURES

The Parties have executed this Agreement to be effective as of the date first set forth above.

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