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to be allowed shall be the amount of the tax as finally determined for Federal estate tax purposes but not in excess of $700,000, to the end that the National Portrait Gallery shall never be required to pay in cash any amount in excess of $560,000.

Deliver of the items to be acquired will be within the 30-day period specified in the private bill. The National Portrait Gallery will accept deliver of the Collection free of any liens or charges at the Morgan Manhattan Storage Company, Inc., 1411 Third Avenue, New York City, at 14 West Orchard Road Chappaqua, New York, Chase Manhattan Bank, Millwoods, New York, and Chase Manhattan Bank, Madison Avenue & 79th Street, New York City, these begin the locations where various portions of the items are lodged.

It is the intention of the National Portrait Gallery that the Meserve Collection (the items which are being acquired) be exhibited in a special room and designated "the Meserve Room" or "Meserve Collection" or some similarly appropriate designation which will identify the Meserve name and Collection, and that some portion of the Collection is to be exhibited at all times. A condition of the purchase is a commitment on the part of the National Portrait Gallery that the items which are being acquired will be retained in perpetuity by the National Portrait Gallery.

It is contemplated that the proposed sale will be consummated prior to September 23, 1981. If the proposed sale has not been consummated by that date, the Trustee shall have the option to terminate it. If prior to September 23, 1981 the Trustees and the Smithosnoian Institution agree that there is no reasonable hope that the private bill will be enacted, and if the National Portrait Gallery is unable to otherwise pay the agreed consideration of $1,260,000, the Trustees shall have the option to terminate this agreement.

In entering into this agreement Mrs. Kunhardt's Executors and the Trustees of the Dorothy Meserve Kunhardt Trust assume no personal liability and are executing this and other documents relating to the proposed sale solely in their fiduciary capacities.

Dorothy Meserve Kunhardt Trust

by:[[signature line]]
Phiplip B. Kunhardt, Jr.
Trustee

[[signature line]]
Huyler C. Held
Trustee