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1/12/79

adequate to provide for any liabilities as of the date of settlement. If, by reason of delay or unanticipated liabilities, it appears that this may not be the case, and if the parties are unable to agree upon a satisfactory way to provide for such liabilities, the Museum reserves the right, as a last resort, to withdraw from this Agreement, if its Counsel deems this necessary in order to protect the Museum and its Trustees.

[[underlined]] FIFTH: [[/underlined]] [[underlined]] Settlement. [[/underlined]] The transfers provided for in this Agreement shall take place as soon as possible (but not more than 90 days) after the necessary appropriation of adequate funds to the Smithsonian has been made. At settlement:

A. The Museum will execute such documents of assignment, conveyance and transfer as may reasonably be required by the Smithsonian in order to transfer the assets referred to in articles FIRST, SECOND AND THIRD hereof;

B. The Museum will deliver to the Smithsonian a list of all of the tangible personal property referred to in article FIRST hereof;

C. The Museum will deliver to the Smithsonian statements as to the principal and income balances of all funds being transferred, such statements to be certified by the Museum's principal financial officer, subject to certification by the Museum's independent certified public accountants.