Common use of Custodian Clause in Contracts

Custodian. The Trustees shall at all times place and maintain the securities and other investments of the Trust in the custody of one or more custodians meeting the requirements of applicable provisions of the 1940 Act or as otherwise permitted by the Commission or its staff. The Trustees, on behalf of the Trust, may enter into one or more agreements with a custodian on terms and conditions acceptable to the Trustees, providing for the custodian, among other things: (i) to hold the securities and other investments owned by the Trust and deliver the same upon written order or oral order confirmed in writing; (ii) to receive and give a receipt for money paid for any moneys due to the Trust and, on behalf of the Trust, deposit the same in its own banking department or elsewhere; (iii) to disburse such funds upon orders or vouchers; (iv) to engage one or more sub-custodians; (v) if authorized by the Trustees, to keep the books and accounts of the Trust and furnish clerical and accounting services; and (vi) if authorized by the Trustees, to compute the net income or net asset value of the Trust. The Trustees may also authorize each custodian to engage one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall meet the qualifications for custodians contained in applicable provisions of the 1940 Act. Subject to such rules, regulations and orders as the Commission may adopt, the Trustees may direct the custodian to deposit all or any part of the securities of the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934, or such other Person as may be permitted by the Commission, or otherwise in accordance with applicable provisions of the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust or its custodians, sub-custodians or other agents.

Custodian. The Trustees shall at all times place and maintain the All securities and other investments of cash owned by the Trust shall be maintained in the custody of one or more custodians meeting banks or trust companies having (according to its last published report) not less than two million dollars ($2,000,000) aggregate capital, surplus and undivided profits (any such bank or trust company is hereinafter referred to as the requirements of applicable provisions of "custodian"); provided, however, the 1940 Act or custodian may deliver securities as otherwise permitted collateral on borrowings effected by the Commission or its staff. The Trustees, on behalf of the Trust, provided, that such delivery shall be conditioned upon receipt of the borrowed funds by the custodian except where additional collateral is being pledged on an outstanding loan and the custodian may enter into one or more agreements with a custodian on terms and conditions acceptable to the Trustees, providing for the custodian, among other things: (i) to hold the deliver securities and other investments owned lent by the Trust and deliver the same upon written order or oral order confirmed in writing; (ii) to receive and give a against receipt for money paid for any moneys due to the Trust and, on behalf of initial collateral specified by the Trust, deposit the same in its own banking department or elsewhere; (iii) to disburse such funds upon orders or vouchers; (iv) to engage one or more sub-custodians; (v) if authorized by the Trustees, to keep the books and accounts of the Trust and furnish clerical and accounting services; and (vi) if authorized by the Trustees, to compute the net income or net asset value of the Trust. The Trustees may also authorize each custodian to engage one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall meet the qualifications for custodians contained in applicable provisions of the 1940 Act. Subject to such rules, regulations and orders orders, if any, as the Securities and Exchange Commission may adopt, the Trustees Trust may, or may direct the permit any custodian to to, deposit all or any part of the securities of owned by the Trust in a system for the central handling of securities operated by the Federal Reserve Banks, or established by a national securities exchange or a national securities association registered with the said Commission under the Securities Exchange Act of 1934, or such other Person person as may be permitted by the said Commission, or otherwise in accordance with applicable provisions of the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer issue deposited within with the system are treated as fungible and may be transferred or pledged by bookkeeping entry entry, without physical delivery of such securities. The Trust shall upon the resignation or inability to serve of its custodian or upon change of the custodian: (a) in the case of such resignation or inability to serve use its best efforts to obtain a successor custodian; (b) require that the case and securities owned by this corporation be delivered directly to the successor custodian; and (c) in the event that no successor custodian can be found, provided that all such deposits submit to the shareholders, before permitting delivery of the case and securities owned by this Trust otherwise than to a successor custodian, the question whether or not this Trust shall be subject to withdrawal only upon the order of the Trust liquidated or its custodians, sub-custodians or other agentsshall function without a custodian.

Custodian. The Trustees shall at all times place and maintain the All securities and other investments of cash owned by the Trust shall be maintained in the custody of one or more custodians meeting banks or trust companies having (according to its last published report) not less than two million dollars ($2,000,000) aggregate capital, surplus and undivided profits (any such bank or trust company is hereinafter referred to as the requirements of applicable provisions of “custodian”); provided, however, the 1940 Act or custodian may deliver securities as otherwise permitted collateral on borrowings effected by the Commission or its staff. The Trustees, on behalf of the Trust, provided, that such delivery shall be conditioned upon receipt of the borrowed funds by the custodian except where additional collateral is being pledged on an outstanding loan and the custodian may enter into one or more agreements with a custodian on terms and conditions acceptable to the Trustees, providing for the custodian, among other things: (i) to hold the deliver securities and other investments owned lent by the Trust and deliver the same upon written order or oral order confirmed in writing; (ii) to receive and give a against receipt for money paid for any moneys due to the Trust and, on behalf of initial collateral specified by the Trust, deposit the same in its own banking department or elsewhere; (iii) to disburse such funds upon orders or vouchers; (iv) to engage one or more sub-custodians; (v) if authorized by the Trustees, to keep the books and accounts of the Trust and furnish clerical and accounting services; and (vi) if authorized by the Trustees, to compute the net income or net asset value of the Trust. The Trustees may also authorize each custodian to engage one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall meet the qualifications for custodians contained in applicable provisions of the 1940 Act. Subject to such rules, regulations and orders orders, if any, as the Securities and Exchange Commission may adopt, the Trustees Trust may, or may direct the permit any custodian to to, deposit all or any part of the securities of owned by the Trust in a system for the central handling of securities operated by the Federal Reserve Banks, or established by a national securities exchange or a national securities association registered with the said Commission under the Securities Exchange Act of 1934, or such other Person person as may be permitted by the said Commission, or otherwise in accordance with applicable provisions of the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer issue deposited within with the system are treated as fungible and may be transferred or pledged by bookkeeping entry entry, without physical delivery of such securities. The Trust shall upon the resignation or inability to serve of its custodian or upon change of the custodian: (a) in the case of such resignation or inability to serve use its best efforts to obtain a successor custodian; (b) require that the case and securities owned by this corporation be delivered directly to the successor custodian; and (c) in the event that no successor custodian can be found, provided that all such deposits submit to the shareholders, before permitting delivery of the case and securities owned by this Trust otherwise than to a successor custodian, the question whether or not this Trust shall be subject to withdrawal only upon the order of the Trust liquidated or its custodians, sub-custodians or other agentsshall function without a custodian.

Custodian. The Trustees shall at all times place and maintain the securities and other investments of the Trust Fund in the custody of one or more custodians meeting the requirements of applicable provisions of the 1940 Act or as otherwise permitted by the Commission or its staff. The Trustees, on behalf of the TrustFund, may enter into one or more agreements with a custodian on terms and conditions acceptable to the Trustees, providing for the custodian, among other things: (i) to hold the securities and other investments owned by the Trust Fund and deliver the same upon written order or oral order confirmed in writing; (ii) to receive and give a receipt for money paid for any moneys due to the Trust Fund and, on behalf of the TrustFund, deposit the same in its own banking department or elsewhere; (iii) to disburse such funds upon orders or vouchers; (iv) to engage one or more sub-custodians; (v) if authorized by the Trustees, to keep the books and accounts of the Trust Fund and furnish clerical and accounting services; and (vi) if authorized by the Trustees, to compute the net income or net asset value of the TrustFund. The Trustees may also authorize each custodian to engage one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall meet the qualifications for custodians contained in applicable provisions of the 1940 Act. Subject to such rules, regulations and orders as the Commission may adopt, the Trustees may direct the custodian to deposit all or any part of the securities of the Trust Fund in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934, or such other Person as may be permitted by the Commission, or otherwise in accordance with applicable provisions of the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust Fund or its custodians, sub-custodians or other agents.

Custodian. The Trustees shall at all times place and maintain the All securities and other investments of cash owned by the Trust shall be maintained in the custody of one or more custodians meeting banks or trust companies having (according to its last published report) not less than two million dollars ($2,000,000) aggregate capital, surplus and undivided profits (any such bank or trust company is hereinafter referred to as the requirements of applicable provisions of "custodian"); provided, however, the 1940 Act or custodian may deliver securities as otherwise permitted collateral on borrowings effected by the Commission or its staff. The Trustees, on behalf of the Trust, may enter into one or more agreements with a custodian on terms and conditions acceptable to provided, that such delivery shall be conditioned upon receipt of the Trustees, providing for the custodian, among other things: (i) to hold the securities and other investments owned borrowed funds by the Trust custodian except where additional collateral is being pledged on an outstanding loan and the custodian may deliver securities lent by the same upon written order or oral order confirmed in writing; (ii) to receive and give a trust against receipt for money paid for any moneys due to the Trust and, on behalf of initial collateral specified by the Trust, deposit the same in its own banking department or elsewhere; (iii) to disburse such funds upon orders or vouchers; (iv) to engage one or more sub-custodians; (v) if authorized by the Trustees, to keep the books and accounts of the Trust and furnish clerical and accounting services; and (vi) if authorized by the Trustees, to compute the net income or net asset value of the Trust. The Trustees may also authorize each custodian to engage one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall meet the qualifications for custodians contained in applicable provisions of the 1940 Act. Subject to such rules, regulations and orders orders, if any, as the Securities and Exchange Commission may adopt, the Trustees Trust may, or may direct the not permit any custodian to to, deposit all or any part of the securities of owned by the Trust in a system for the central handling of securities operated by the Federal Reserve Banks, or established by a national securities exchange or a national securities association registered with the said Commission under the Securities Exchange Act of 1934, or such other Person person as may be permitted by the said Commission, or otherwise in accordance with applicable provisions of the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer issue deposited within with the system are treated as fungible and may be transferred or pledged by bookkeeping entry entry, without physical delivery of such securities. The Trust shall upon the resignation or inability to serve of its custodian or upon change of the custodian: (a) in the case of such resignation or inability to serve use its best efforts to obtain a successor custodian; (b) require that the cash and securities owned by this corporation be delivered directly to the successor custodian; and (c) in the event that no successor custodian can be found, provided that all such deposits submit to the shareholders, before permitting delivery of the cash and securities owned by this Trust otherwise than to a successor custodian, the question whether or not this Trust shall be subject to withdrawal only upon the order of the Trust liquidated or its custodians, sub-custodians or other agentsshall function without a custodian.

Custodian. The Trustees shall at all times place and maintain the All securities and other investments of cash owned by the Trust shall be maintained in the custody of one or more custodians meeting banks or trust companies having (according to its last published report) not less than two million dollars ($2,000,000) aggregate capital, surplus and undivided profits (any such bank or trust company is hereinafter referred to as the requirements of applicable provisions of "custodian"); provided, however, the 1940 Act or custodian may deliver securities as otherwise permitted collateral on borrowings effected by the Commission or its staff. The Trustees, on behalf of the Trust, provided, that such delivery shall be conditioned upon receipt of the borrowed funds by the custodian except where additional collateral is being pledged on an outstanding loan and the custodian may enter into one or more agreements with a custodian on terms and conditions acceptable to the Trustees, providing for the custodian, among other things: (i) to hold the deliver securities and other investments owned lent by the Trust and deliver the same upon written order or oral order confirmed in writing; (ii) to receive and give a against receipt for money paid for any moneys due to the Trust and, on behalf of initial collateral specified by the Trust, deposit the same in its own banking department or elsewhere; (iii) to disburse such funds upon orders or vouchers; (iv) to engage one or more sub-custodians; (v) if authorized by the Trustees, to keep the books and accounts of the Trust and furnish clerical and accounting services; and (vi) if authorized by the Trustees, to compute the net income or net asset value of the Trust. The Trustees may also authorize each custodian to engage one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall meet the qualifications for custodians contained in applicable provisions of the 1940 Act. Subject to such rules, regulations and orders orders, if any, as the Securities and Exchange Commission may adopt, the Trustees Trust may, or may direct the not permit any custodian to to, deposit all or any part of the securities of owned by the Trust in a system for the central handling of securities operated by the Federal Reserve Banks, or established by a national securities exchange or a national securities association registered with the said Commission under the Securities Exchange Act of 1934, or such other Person person as may be permitted by the said Commission, or otherwise in accordance with applicable provisions of the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer issue deposited within with the system are treated as fungible and may be transferred or pledged by bookkeeping entry entry, without physical delivery of such securities. The Trust shall upon the resignation or inability to serve of its custodian or upon change of the custodian: (a) in the case of such resignation or inability to serve use its best efforts to obtain a successor custodian; (b) require that the cash and securities owned by this corporation be delivered directly to the successor custodian; and (c) in the event that no successor custodian can be found, provided that all such deposits submit to the shareholders, before permitting delivery of the cash and securities owned by this Trust otherwise than to a successor custodian, the question whether or not this Trust shall be subject to withdrawal only upon the order of the Trust liquidated or its custodians, sub-custodians or other agentsshall function without a custodian.

Custodian. 1. The Trustees Fund appoints State Street as its Custodian, subject to the provisions hereof. State Street hereby accepts such appointment as Custodian. As such Custodian, State Street shall at retain all times place securities, cash and maintain other assets now owned or hereafter acquired by the Fund, and the Fund shall deliver and pay or cause to be delivered and paid to State Street, as Custodian, all securities, cash and other assets now owned or hereafter acquired by the Fund during the period of this Agreement. 2. All securities delivered to State Street (other than in bearer form) shall be properly endorsed and in proper form for transfer into or in the name of the Fund, of a nominee of State Street for the exclusive use of the Fund or of such other nominee as may be mutually agreed upon by State Street and the Fund. 3. As Custodian, State Street shall promptly: A. Safekeeping. Keep safely in a separate account the securities and other investments of the Trust Fund, including without limitation all securities in the custody of one or more custodians meeting the requirements of applicable provisions of the 1940 Act or as otherwise permitted by the Commission or its staff. The Trusteesbearer form, and on behalf of the TrustFund, may enter into one or more agreements receive delivery of certificates, including without limitation all securities in bearer form, for safekeeping and keep such certificates physically segregated at all times from those of any other person. State Street shall maintain records of all receipts, deliveries and locations of such securities, together with a custodian on terms current inventory thereof and conditions acceptable to the Trustees, providing for the custodian, among other things: (i) to hold the securities shall conduct periodic physical inspections of certificates representing bonds and other investments owned securities held by the Trust and deliver the same upon written order or oral order confirmed it under this Agreement at least annually in writing; (ii) to receive and give a receipt for money paid for any moneys due to the Trust and, on behalf of the Trust, deposit the same in its own banking department or elsewhere; (iii) to disburse such funds upon orders or vouchers; (iv) to engage one or more sub-custodians; (v) if authorized by the Trustees, to keep the books and accounts of the Trust and furnish clerical and accounting services; and (vi) if authorized by the Trustees, to compute the net income or net asset value of the Trust. The Trustees may also authorize each custodian to engage one or more sub-custodians manner as State Street shall determine from time to time to perform be advisable in order to verify the accuracy of such inventory. State Street shall provide the Fund with copies of the acts and services any reports of the custodian and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall meet the qualifications for custodians contained in applicable provisions of the 1940 Act. Subject to such rules, regulations and orders as the Commission may adopt, the Trustees may direct the custodian to deposit all its internal count or any part other verification of the securities of the Trust Fund held in a its custody, including reports on its own system for the central handling of securities established internal accounting control. In addition, if and when independent certified public accountants retained by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934, or such other Person as may be permitted by the Commission, State Street shall count or otherwise in accordance with applicable provisions verify the securities of the 1940 ActFund held in State Street's custody, State Street shall provide the Fund with a copy of the report of such accountants. With respect to securities held by any agent or Subcustodian appointed pursuant to which system all securities paragraph 6-C of any particular class Section II hereof, State Street may rely upon certificates from such agent or series of any issuer deposited within Subcustodian as to the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery holdings of such securitiesagent or Subcustodian, provided it being understood that all such deposits reliance in no way releases State Street of its responsibilities or liabilities under this Agreement. State Street shall be subject promptly report to withdrawal only upon the order Fund the results of the Trust such inspections, indicating any shortages or its custodiansdiscrepancies uncovered thereby, sub-custodians and take appropriate action to remedy any such shortages or other agentsdiscrepancies.

Custodian. The Trustees shall at all times place and maintain the securities and other investments of the Trust in the custody of one or more custodians meeting the requirements of applicable provisions of the 1940 Act or as otherwise permitted by the Commission or its staff. The Trustees, on behalf of the Trust, may enter into one or more agreements with a custodian on terms and conditions acceptable to the Trustees, providing for the custodian, among other things: (i) to hold the securities and other investments owned by the Trust and deliver the same upon written order or oral order confirmed in writing; (ii) to receive and give a receipt for money paid for any moneys due to the Trust and, on behalf of the Trust, deposit the same in its own banking department or elsewhere; (iii) to disburse such funds upon orders or vouchers; (iv) to engage one or more sub-sub- custodians; (v) if authorized by the Trustees, to keep the books and accounts of the Trust and furnish clerical and accounting services; and (vi) if authorized by the Trustees, to compute the net income or net asset value of the Trust. The Trustees may also authorize each custodian to engage one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall meet the qualifications for custodians contained in applicable provisions of the 1940 Act. Subject to such rules, regulations and orders as the Commission may adopt, the Trustees may direct the custodian to deposit all or any part of the securities of the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934, or such other Person as may be permitted by the Commission, or otherwise in accordance with applicable provisions of the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust or its custodians, sub-custodians or other agents.

Custodian. The Trustees shall at all times place and maintain the All securities and other investments of cash owned by the Trust shall be maintained in the custody of one or more custodians meeting banks or trust companies having (according to its last published report) not less than two million dollars ($2,000,000) aggregate capital, surplus and undivided profits (any such bank or trust company is hereinafter referred to as the requirements of applicable provisions of "custodian"); provided, however, the 1940 Act or custodian may deliver securities as otherwise permitted collateral on borrowings effected by the Commission or its staff. The Trustees, on behalf of the Trust, provided, that such delivery shall be condi-tioned upon receipt of the borrowed funds by the custodian except where additional collateral is being pledged on an outstanding loan and the custodian may enter into one or more agreements with a custodian on terms and conditions acceptable to the Trustees, providing for the custodian, among other things: (i) to hold the deliver securities and other investments owned lent by the Trust and deliver the same upon written order or oral order confirmed in writing; (ii) to receive and give a against receipt for money paid for any moneys due to the Trust and, on behalf of initial collateral specified by the Trust, deposit the same in its own banking department or elsewhere; (iii) to disburse such funds upon orders or vouchers; (iv) to engage one or more sub-custodians; (v) if authorized by the Trustees, to keep the books and accounts of the Trust and furnish clerical and accounting services; and (vi) if authorized by the Trustees, to compute the net income or net asset value of the Trust. The Trustees may also authorize each custodian to engage one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall meet the qualifications for custodians contained in applicable provisions of the 1940 Act. Subject to such rules, regulations and orders orders, if any, as the Securities and Exchange Commission may adopt, the Trustees Trust may, or may direct the permit any custodian to to, deposit all or any part of the securities of owned by the Trust in a system for the central handling of securities operated by the Federal Reserve Banks, or established by a national securities securi-ties exchange or a national securities association registered with the said Commission under the Securities Securi-ties Exchange Act of 1934, or such other Person person as may be permitted by the said Commission, or otherwise in accordance with applicable provisions of the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer issue deposited within with the system are treated as fungible and may be transferred or pledged by bookkeeping entry entry, without physical delivery of such securities. The Trust shall upon the resignation or inability to serve of its custodian or upon change of the custodian: (a) in the case of such resignation or inability to serve use its best efforts to obtain a successor custodian; (b) require that the case and securities owned by this corporation be delivered directly to the successor custodian; and (c) in the event that no successor custodian can be found, provided that all such deposits submit to the shareholders, before permitting delivery of the case and securities owned by this Trust otherwise than to a successor custodian, the question whether or not this Trust shall be subject to withdrawal only upon the order of the Trust liquidated or its custodians, sub-custodians or other agentsshall function without a custodian.

Custodian. The Trustees Depositor shall at have the right to inspect, and to obtain copies of, any Certificates held as Book-Entry Certificates by the Book-Entry Custodian. The Trustee, the Master Servicer and the Depositor may for all times place and maintain purposes (including the securities and other investments making of payments due on the Book-Entry Certificates) deal with the Depository as the authorized representative of the Trust in Certificate Owners with respect to the custody Book-Entry Certificates for the purposes of one or more custodians meeting exercising the requirements rights of applicable provisions Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the 1940 Act or as otherwise permitted by the Commission or its staffBook-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustees, on behalf Trustee may establish a reasonable record date in connection with solicitations of the Trust, may enter into one consents from or more agreements with a custodian on terms voting by Certificateholders and conditions acceptable shall give notice to the TrusteesDepository of such record date. If (i)(A) the Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository, providing for and (B) the custodianDepositor is unable to locate a qualified successor, among other things: (i) to hold the securities and other investments owned by the Trust and deliver the same upon written order or oral order confirmed in writing; (ii) the Depositor at its option advises the Trustee in writing that it elects to receive and give a receipt for money paid for any moneys due to terminate the Trust and, on behalf of book-entry system through the Trust, deposit the same in its own banking department Depository or elsewhere; (iii) after the occurrence of a Master Servicer Event of Termination, Certificate Owners representing in the aggregate not less than 51% of the Ownership Interests of the Book-Entry Certificates advise the Trustee through the Depository, in writing, that the continuation of a book-entry system through the Depository is no longer in the best interests of the Certificate Owners, the Trustee shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to disburse such funds upon orders or vouchers; (iv) Certificate Owners requesting the same. Upon surrender to engage one or more subthe Trustee of the Book-custodians; (v) if authorized Entry Certificates by the TrusteesBook-Entry Custodian or the Depository, as applicable, accompanied by registration instructions from the Depository for registration of transfer, the Trustee shall issue the Definitive Certificates. Such Definitive Certificates will be issued in minimum denominations of $50,000, except that any beneficial ownership that was represented by a Book-Entry Certificate in an amount less than $50,000 immediately prior to keep the books and accounts issuance of a Definitive Certificate shall be issued in a minimum denomination equal to the amount represented by such Book-Entry Certificate. None of the Trust and furnish clerical and accounting services; and (vi) if authorized by the Trustees, to compute the net income or net asset value of the Trust. The Trustees may also authorize each custodian to engage one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall meet the qualifications for custodians contained in applicable provisions of the 1940 Act. Subject to such rules, regulations and orders as the Commission may adoptDepositor, the Trustees may direct Master Servicer or the custodian to deposit all or Trustee shall be liable for any part of delay in the securities of the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934, or such other Person as may be permitted by the Commission, or otherwise in accordance with applicable provisions of the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securitiesinstructions and may conclusively rely on, provided that all such deposits and shall be subject protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to withdrawal only obligations imposed upon or to be performed by the order Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of the Trust or its custodians, sub-custodians or other agentsDefinitive Certificates as Certificateholders hereunder.

Custodian. The Trustees shall at all times place All Securities and maintain the securities and other investments cash of the Trust shall be placed in the custody of one a bank or more custodians meeting the requirements of applicable provisions trust company ("Custodian") having (according to its last published report) not less than $2,000,000 aggregate capital, surplus and undivided profits, provided such a Custodian can be found ready and willing to act (or maintained in such other manner as is consistent with Section 17(f) of the Investment Company Act of 1940 Act or as otherwise permitted by and the Commission or its staffrules and regulations promulgated thereunder). The TrusteesTrust shall enter into a written contract with the Custodian regarding the powers, on behalf duties and compensation of the Trust, may enter into one or more agreements Custodian with a custodian on terms and conditions acceptable respect to the Trustees, providing for the custodian, among other things: (i) to hold the securities cash and other investments owned by the Trust and deliver the same upon written order or oral order confirmed in writing; (ii) to receive and give a receipt for money paid for any moneys due to the Trust and, on behalf of the Trust, deposit the same in its own banking department or elsewhere; (iii) to disburse such funds upon orders or vouchers; (iv) to engage one or more sub-custodians; (v) if authorized by the Trustees, to keep the books and accounts Securities of the Trust and furnish clerical and accounting services; and (vi) if authorized held by the Trustees, to compute the net income or net asset value Board of Trustees of the Trust. The Trustees may also authorize each custodian Trust shall, upon the resignation or inability to engage one or more sub-custodians from time to time to perform such serve of the acts Custodian, use its best efforts to obtain a successor Custodian; require that the cash and services securities owned by the Trust be delivered directly to the successor Custodian; and in the event that no successor Custodian can be found, submit to the Shareholders, before permitting delivery of the custodian cash and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved securities owned by the Trustees, provided that in every case such sub-custodian shall meet the qualifications for custodians contained in applicable provisions of the 1940 Act. Subject Trust to such rules, regulations and orders as the Commission may adoptother than a successor Custodian, the question whether or not the Trust shall be liquidated or shall function without a Custodian. The Trustees may direct the custodian Custodian to deposit all or any part of the securities of owned by the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Securities and Exchange Act of 1934, or such other Person as may be permitted by the Commission, or otherwise in accordance with applicable provisions of the 1940 Actlaw, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust or its custodians, sub-custodians Trust. The Trustees may direct the Custodian to accept written receipts or other agentswritten evidence indicating purchases of securities held in book-entry form in the Federal Reserve System in accordance with regulations promulgated by the Board of Governors of the Federal Reserve System and the local Federal Reserve Banks in lieu of receipt of certificates representing such securities.

Custodian. The Trustees shall at all times place and maintain the All securities and other investments of cash owned by the Trust shall be maintained in the custody of one or more custodians meeting banks or trust companies having (according to its last published report) not less than two million dollars ($2,000,000) aggregate capital, surplus and undivided profits (any such bank or trust company is hereinafter referred to as the requirements of applicable provisions of "custodian"); provided, however, the 1940 Act or custodian may deliver securities as otherwise permitted collateral on borrowings effected by the Commission or its staff. The Trustees, on behalf of the Trust, provided, that such delivery shall be conditioned upon receipt of the borrowed funds by the custodian except where additional collateral is being pledged on an outstanding loan and the custodian may enter into one or more agreements with a custodian on terms and conditions acceptable to the Trustees, providing for the custodian, among other things: (i) to hold the deliver securities and other investments owned lent by the Trust and deliver the same upon written order or oral order confirmed in writing; (ii) to receive and give a against receipt for money paid for any moneys due to the Trust and, on behalf of initial collateral specified by the Trust, deposit the same in its own banking department or elsewhere; (iii) to disburse such funds upon orders or vouchers; (iv) to engage one or more sub-custodians; (v) if authorized by the Trustees, to keep the books and accounts of the Trust and furnish clerical and accounting services; and (vi) if authorized by the Trustees, to compute the net income or net asset value of the Trust. The Trustees may also authorize each custodian to engage one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall meet the qualifications for custodians contained in applicable provisions of the 1940 Act. Subject to such rules, regulations and orders orders, if any, as the securities and Exchange Commission may adopt, the Trustees Trust may, or may direct the not permit any custodian to to, deposit all or any part of the securities of owned by the Trust in a system for the central handling of securities operated by the Federal Reserve Banks, or established by a national securities exchange or a national securities association registered with the said Commission under the Securities Exchange Act of 1934, or such other Person person as may be permitted by the said Commission, or otherwise in accordance with applicable provisions of the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer issue deposited within with the system are treated as fungible and may be transferred or pledged by bookkeeping entry entry, without physical delivery of such securities. The Trust shall upon the resignation or inability to serve of its custodian or upon change of the custodian: (a) in the case of such resignation or inability to serve use its best efforts to obtain a successor custodian; (b) require that the cash and securities owned by this corporation be delivered directly to the successor custodian; and (c) in the event that no successor custodian can be found, provided that all such deposits submit to the shareholders, before permitting delivery of the cash and securities owned by this Trust otherwise than to a successor custodian, the question whether or not this Trust shall be subject to withdrawal only upon the order of the Trust liquidated or its custodians, sub-custodians or other agentsshall function without a custodian.

Custodian. The Trustees shall at all times place and maintain the All securities and other investments of cash owned by the Trust shall be maintained ---------- in the custody of one or more custodians meeting banks or trust companies having (according to its last published report) not less than two million dollars ($2,000,000) aggregate capital, surplus and undivided profits (any such bank or trust company is hereinafter referred to as the requirements of applicable provisions of "custodian"); provided, however, the 1940 Act or custodian may deliver securities as otherwise permitted collateral on borrowings effected by the Commission or its staff. The Trustees, on behalf of the Trust, provided, that such delivery shall be conditioned upon receipt of the borrowed funds by the custodian except where additional collateral is being pledged on an outstanding loan and the custodian may enter into one or more agreements with a custodian on terms and conditions acceptable to the Trustees, providing for the custodian, among other things: (i) to hold the deliver securities and other investments owned lent by the Trust and deliver the same upon written order or oral order confirmed in writing; (ii) to receive and give a against receipt for money paid for any moneys due to the Trust and, on behalf of initial collateral specified by the Trust, deposit the same in its own banking department or elsewhere; (iii) to disburse such funds upon orders or vouchers; (iv) to engage one or more sub-custodians; (v) if authorized by the Trustees, to keep the books and accounts of the Trust and furnish clerical and accounting services; and (vi) if authorized by the Trustees, to compute the net income or net asset value of the Trust. The Trustees may also authorize each custodian to engage one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall meet the qualifications for custodians contained in applicable provisions of the 1940 Act. Subject to such rules, regulations and orders orders, if any, as the Securities and Exchange Commission may adopt, the Trustees Trust may, or may direct the not permit any custodian to to, deposit all or any part of the securities of owned by the Trust in a system for the central handling of securities operated by the Federal Reserve Banks, or established by a national securities exchange or a national securities association registered with the said Commission under the Securities Exchange Act of 1934, or such other Person person as may be permitted by the said Commission, or otherwise in accordance with applicable provisions of the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer issue deposited within with the system are treated as fungible and may be transferred or pledged by bookkeeping entry entry, without physical delivery of such securities. The Trust shall upon the resignation or inability to serve of its custodian or upon change of the custodian: (a) in the case of such resignation or inability to serve use its best efforts to obtain a successor custodian; (b) require that the cash and securities owned by this corporation be delivered directly to the successor custodian; and (c) in the event that no successor custodian can be found, provided that all such deposits submit to the shareholders, before permitting delivery of the cash and securities owned by this Trust otherwise than to a successor custodian, the question whether or not this Trust shall be subject to withdrawal only upon the order of the Trust liquidated or its custodians, sub-custodians or other agentsshall function without a custodian.

Custodian. The Trustees shall at all times place and maintain the All securities and other investments of cash owned by the Trust shall be maintained in the custody of one or more custodians meeting banks or trust companies having (according to its last published report) not less than two million dollars ($2,000,000)aggregate capital, surplus and undivided profits (any such bank or trust company is hereinafter referred to as the"custodian"); provided, however, the requirements of applicable provisions of the 1940 Act or custodian may deliver securities as otherwise permitted collateral on borrowings effected by the Commission or its staff. The Trustees, on behalf of the Trust, provided, that such delivery shall be conditioned upon receipt of the borrowed funds by the custodian except where additional collateral is being pledged on an outstanding loan and the custodian may enter into one or more agreements with a custodian on terms and conditions acceptable to the Trustees, providing for the custodian, among other things: (i) to hold the deliver securities and other investments owned lent by the Trust and deliver the same upon written order or oral order confirmed in writing; (ii) to receive and give a against receipt for money paid for any moneys due to the Trust and, on behalf of initial collateral specified by the Trust, deposit the same in its own banking department or elsewhere; (iii) to disburse such funds upon orders or vouchers; (iv) to engage one or more sub-custodians; (v) if authorized by the Trustees, to keep the books and accounts of the Trust and furnish clerical and accounting services; and (vi) if authorized by the Trustees, to compute the net income or net asset value of the Trust. The Trustees may also authorize each custodian to engage one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall meet the qualifications for custodians contained in applicable provisions of the 1940 Act. Subject to such rules, regulations and orders orders, if any, as the Securities and Exchange Commission may adopt, the Trustees Trust may, or may direct the permit any custodian to to, deposit all or any part of the securities of owned by the Trust in a system for the central handling of securities operated by the Federal Reserve Banks, or established by a national securities exchange or a national securities association registered with the said Commission under the Securities Exchange Act of 1934, or such other Person as may person assay be permitted by the said Commission, or otherwise in accordance with applicable provisions of the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer issue deposited within with the system are treated as fungible and may be transferred or pledged by bookkeeping entry entry, without physical delivery of such securities. The Trust shall upon the resignation or inability to serve of its custodian or upon change of the custodian: (a) in the case of such resignation or inability to serve use its best efforts to obtain a successor custodian; (b) require that the cash and securities owned by this corporation be delivered directly to the successor custodian; and (c) in the event that no successor custodian can be found, provided that all such deposits submit to the shareholders, before permitting delivery of the cash and securities owned by this Trust otherwise than to a successor custodian, the question whether or not this Trust shall be subject to withdrawal only upon the order of the Trust liquidated or its custodians, sub-custodians or other agentsshall function without a custodian.

Custodian. The Trustees shall at all times place and maintain the All securities and other investments of cash owned by the Trust shall be maintained in the custody of one or more custodians meeting banks or trust companies having (according to its last published report) not less than two million dollars ($2,000,000) aggregate capital, surplus and undivided profits (any such bank or trust company is hereinafter referred to as the requirements of applicable provisions of "custodian"); provided, however, the 1940 Act or custodian may deliver securities as otherwise permitted collateral on borrowings effected by the Commission or its staff. The Trustees, on behalf of the Trust, may enter into one or more agreements with a custodian on terms and conditions acceptable to provided that such delivery shall be conditioned upon receipt of the Trustees, providing for the custodian, among other things: (i) to hold the securities and other investments owned borrowed funds by the Trust custodian except where additional collateral is being pledged on an outstanding loan and the custodian may deliver the same upon written order or oral order confirmed in writing; (ii) to receive and give a receipt for money paid for any moneys due to securities lent y the Trust and, on behalf against receipt of initial collateral specified by the Trust, deposit the same in its own banking department or elsewhere; (iii) to disburse such funds upon orders or vouchers; (iv) to engage one or more sub-custodians; (v) if authorized by the Trustees, to keep the books and accounts of the Trust and furnish clerical and accounting services; and (vi) if authorized by the Trustees, to compute the net income or net asset value of the Trust. The Trustees may also authorize each custodian to engage one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall meet the qualifications for custodians contained in applicable provisions of the 1940 Act. Subject to such rules, regulations and orders orders, if any, as the Securities and exchange Commission (the "Commission") may adopt, the Trustees Trust may, or may direct the permit any custodian to to, deposit all or any part of the securities of owned by the Trust in a system for the central handling of securities operated by the Federal Reserve Banks, or established by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934, or such other Person person as may be permitted by the Commission, or otherwise in accordance with applicable provisions of the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer issue deposited within with the system are treated as fungible and may be transferred or pledged by bookkeeping entry entry, without physical delivery of such securities. The Trust shall upon the resignation or inability to serve of its custodian or upon change of the custodian: (a) in the case of such resignation or inability to serve use its best efforts to obtain a successor custodian; (b) require that the cash and securities owned by this corporation be delivered directly to the successor custodian; and (c) in the event that no successor custodian can be found, provided that all such deposits submit to the shareholders, before permitting delivery of the cash and securities owned by this Trust otherwise than to a successor custodian, the question whether or not this Trust shall be subject to withdrawal only upon the order of the Trust liquidated or its custodians, sub-custodians or other agentsshall function without a custodian.

Custodian. The Trustees shall at all times place and maintain the All securities and other investments of cash owned by the Trust shall be maintained ---------- in the custody of one or more custodians meeting banks or trust companies having (according to its last published report) not less than two million dollars ($2,000,000) aggregate capital, surplus and undivided profits (any such bank or trust company is hereinafter referred to as the requirements of applicable provisions of "custodian"); provided, however, the 1940 Act or custodian may deliver securities as otherwise permitted collateral on borrowings effected by the Commission or its staff. The Trustees, on behalf of the Trust, provided, that such delivery shall be conditioned upon receipt of the borrowed funds by the custodian except where additional collateral is being pledged on an outstanding loan and the custodian may enter into one or more agreements with a custodian on terms and conditions acceptable to the Trustees, providing for the custodian, among other things: (i) to hold the deliver securities and other investments owned lent by the Trust and deliver the same upon written order or oral order confirmed in writing; (ii) to receive and give a against receipt for money paid for any moneys due to the Trust and, on behalf of initial collateral specified by the Trust, deposit the same in its own banking department or elsewhere; (iii) to disburse such funds upon orders or vouchers; (iv) to engage one or more sub-custodians; (v) if authorized by the Trustees, to keep the books and accounts of the Trust and furnish clerical and accounting services; and (vi) if authorized by the Trustees, to compute the net income or net asset value of the Trust. The Trustees may also authorize each custodian to engage one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall meet the qualifications for custodians contained in applicable provisions of the 1940 Act. Subject to such rules, regulations and orders orders, if any, as the Securities and Exchange Commission may adopt, the Trustees Trust may, or may direct the not permit any custodian to to, deposit all or any part of the securities of owned by the Trust in a system for the central handling of securities operated by the Federal Reserve Banks, or established by a national securities exchange or a national securities association registered with the said Commission under the Securities Exchange Act of 1934, or such other Person person as may be permitted by the said Commission, or otherwise in accordance with applicable provisions of the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer issue deposited within with the system are treated as fungible and may be transferred or pledged by bookkeeping entry entry, without physical delivery of such securities, provided that all such deposits . The Trust shall be subject to withdrawal only upon the order resignation or inability to serve of its custodian or upon change of the Trust custodian: (a) in the case of such resignation or inability to serve use its custodians, sub-custodians or other agents.best efforts to obtain a successor custodian: (b) require that the cash and securities owned by this corporation be delivered directly to the successor custodian; and

Custodian. The Trustees shall at all times place and maintain the All securities and other investments of cash owned by the Trust shall be maintained ---------- in the custody of one or more custodians meeting banks or trust companies having (according to its last published report) not less than two million dollars ($2,000,000) aggregate capital, surplus and undivided profits (any such bank or trust company is hereinafter referred to as the requirements of applicable provisions of "custodian"); provided, however, the 1940 Act or custodian may deliver securities as otherwise permitted collateral on borrowings effected by the Commission or its staff. The Trustees, on behalf of the Trust, provided, that such delivery shall be conditioned upon receipt of the borrowed funds by the custodian except where additional collateral is being pledged on an outstanding loan and the custodian may enter into one or more agreements with a custodian on terms and conditions acceptable to the Trustees, providing for the custodian, among other things: (i) to hold the deliver securities and other investments owned lent by the Trust and deliver the same upon written order or oral order confirmed in writing; (ii) to receive and give a against receipt for money paid for any moneys due to the Trust and, on behalf of initial collateral specified by the Trust, deposit the same in its own banking department or elsewhere; (iii) to disburse such funds upon orders or vouchers; (iv) to engage one or more sub-custodians; (v) if authorized by the Trustees, to keep the books and accounts of the Trust and furnish clerical and accounting services; and (vi) if authorized by the Trustees, to compute the net income or net asset value of the Trust. The Trustees may also authorize each custodian to engage one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall meet the qualifications for custodians contained in applicable provisions of the 1940 Act. Subject to such rules, regulations and orders orders, if any, as the Securities and Exchange Commission may adopt, the Trustees Trust may, or may direct the permit any custodian to to, deposit all or any part of the securities of owned by the Trust in a system for the central handling of securities operated by the Federal Reserve Banks, or established by a national securities exchange or a national securities association registered with the said Commission under the Securities Exchange Act of 1934, or such other Person person as may be permitted by the said Commission, or otherwise in accordance with applicable provisions of the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer issue deposited within with the system are treated as fungible and may be transferred or pledged by bookkeeping entry entry, without physical delivery of such securities. The Trust shall upon the resignation or inability to serve of its custodian or upon change of the custodian: (a) in the case of such resignation or inability to serve use its best efforts to obtain a successor custodian; (b) require that the cash and securities owned by this corporation be delivered directly to the successor custodian; and (c) in the event that no successor custodian can be found, provided that all such deposits submit to the shareholders, before permitting delivery of the cash and securities owned by this Trust otherwise than to a successor custodian, the question whether or not this Trust shall be subject to withdrawal only upon the order of the Trust liquidated or its custodians, sub-custodians or other agentsshall function without a custodian.

Custodian. The Trustees shall at all times place and maintain the All securities and other investments of cash owned by the Trust shall be maintained in the custody of one or more custodians meeting banks or trust companies having (according to its last published report) not less than two million dollars ($2,000,000) aggregate capital, surplus and undivided profits (any such bank or trust company is hereinafter referred to as the requirements of applicable provisions of "custodian"); provided, however, the 1940 Act or custodian may deliver securities as otherwise permitted collateral on borrowings effected by the Commission or its staff. The Trustees, on behalf of the Trust, provided, that such delivery shall be conditioned upon receipt of the borrowed funds by the custodian except where additional collateral is being pledged on an outstanding loan and the custodian may enter into one or more agreements with a custodian on terms and conditions acceptable to the Trustees, providing for the custodian, among other things: (i) to hold the deliver securities and other investments owned lent by the Trust and deliver the same upon written order or oral order confirmed in writing; (ii) to receive and give a against receipt for money paid for any moneys due to the Trust and, on behalf of initial collateral specified by the Trust, deposit the same in its own banking department or elsewhere; (iii) to disburse such funds upon orders or vouchers; (iv) to engage one or more sub-custodians; (v) if authorized by the Trustees, to keep the books and accounts of the Trust and furnish clerical and accounting services; and (vi) if authorized by the Trustees, to compute the net income or net asset value of the Trust. The Trustees may also authorize each custodian to engage one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall meet the qualifications for custodians contained in applicable provisions of the 1940 Act. Subject to such rules, regulations and orders orders, if any, as the Securities and Exchange Commission may adopt, the Trustees Trust may, or may direct the permit any custodian to to, deposit all or any part of the securities of owned by the Trust in a system for the central handling of securities operated by the Federal Reserve Banks, or established by a national securities exchange or a national securities association registered with the said Commission under the Securities Exchange Act of 1934, or such other Person person as may be permitted by the said Commission, or otherwise in accordance with applicable provisions of the 1940 Act, pursuant to which system all securities of any particular class or by series of any issuer issue deposited within with the system are treated as fungible and may be transferred or pledged by bookkeeping entry entry, without physical delivery of such securities. The Trust shall upon the resignation or inability to serve of its custodian or upon change of the custodian: (a) in the case of such resignation or inability to serve use its best efforts to obtain a successor custodian; (b) require that the cash and securities owned by this corporation be delivered directly to the successor custodian; and (c) in the event that no successor custodian can be found, provided that all such deposits submit to the shareholders, before permitting delivery of the cash and securities owned by this Trust otherwise than to a successor custodian, the question whether or not this Trust shall be subject to withdrawal only upon the order of the Trust liquidated or its custodians, sub-custodians or other agentsshall function without a custodian.

Custodian. The Trustees shall at all times place and maintain the All securities and other investments of cash owned by the Trust shall be maintained in the custody of one or more custodians meeting banks or trust companies having (according to its last published report) 8 not less than two million dollars ($2,000,000) aggregate capital, surplus and undivided profits (any such bank or trust company is hereinafter referred to as the requirements of applicable provisions of the 1940 Act or as otherwise permitted by the Commission or its staff"custodian"). The Trustees, custodian may deliver securities as collateral on behalf of borrowings effected by the Trust, provided that such delivery shall be conditioned upon receipt of the borrowed funds by the custodian except where additional collateral is being pledged on an outstanding loan, and the custodian may enter into one or more agreements with a custodian on terms and conditions acceptable to the Trustees, providing for the custodian, among other things: (i) to hold the deliver securities and other investments owned lent by the Trust and deliver the same upon written order or oral order confirmed in writing; (ii) to receive and give a against receipt for money paid for any moneys due to the Trust and, on behalf of initial collateral specified by the Trust, deposit the same in its own banking department or elsewhere; (iii) to disburse such funds upon orders or vouchers; (iv) to engage one or more sub-custodians; (v) if authorized by the Trustees, to keep the books and accounts of the Trust and furnish clerical and accounting services; and (vi) if authorized by the Trustees, to compute the net income or net asset value of the Trust. The Trustees may also authorize each custodian to engage one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall meet the qualifications for custodians contained in applicable provisions of the 1940 Act. Subject to such rules, regulations and orders orders, if any, as the Securities and Exchange Commission may adopt, the Trustees Trust may, or may direct the permit any custodian to to, deposit all or any part of the securities of owned by the Trust in a system for the central handling of securities operated by the Federal Reserve Banks, or established by a national securities exchange or a national securities association registered with the said Commission under the Securities Exchange Act of 1934, or such other Person person as may be permitted by the said Commission, or otherwise in accordance with applicable provisions of the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer issue deposited within with the system are treated as fungible and may be transferred or pledged by bookkeeping entry entry, without physical delivery of such securities. The Trust shall upon the resignation or inability to serve of its custodian or upon change of the custodian: (a) in the case of such resignation or inability to serve, provided use its best efforts to obtain a successor custodian; (b) require that all such deposits the cash and securities owned by this corporation be delivered directly to the successor custodian; and (c) in the event that no successor custodian can be found, submit to the shareholders, before permitting delivery of the cash and securities owned by the Trust otherwise than to a successor custodian, the question whether or not the Trust shall be subject to withdrawal only upon the order of the Trust liquidated or its custodians, sub-custodians or other agentsshall function without a custodian.

Custodian. The Trustees shall at all times place All Securities and maintain the securities and other investments of cash owned by the Trust shall be maintained --------- in the custody of one or more custodians meeting banks or trust companies having (according to its last published report) not less than two million dollars ($2,000,000) aggregate capital, surplus and undivided profits (any such bank or trust company is hereinafter referred to as the requirements of applicable provisions of "custodian"); provided, however, the 1940 Act or custodian may deliver securities as otherwise permitted collateral on borrowings effected by the Commission or its staff. The Trustees, on behalf of the Trust, provided, that such delivery shall be conditioned upon receipt of the borrowed funds by the custodian except where additional collateral is being pledged on an outstanding loan and the custodian may enter into one or more agreements with a custodian on terms and conditions acceptable to the Trustees, providing for the custodian, among other things: (i) to hold the deliver securities and other investments owned lent by the Trust and deliver the same upon written order or oral order confirmed in writing; (ii) to receive and give a against receipt for money paid for any moneys due to the Trust and, on behalf of initial collateral specified by the Trust, deposit the same in its own banking department or elsewhere; (iii) to disburse such funds upon orders or vouchers; (iv) to engage one or more sub-custodians; (v) if authorized by the Trustees, to keep the books and accounts of the Trust and furnish clerical and accounting services; and (vi) if authorized by the Trustees, to compute the net income or net asset value of the Trust. The Trustees may also authorize each custodian to engage one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall meet the qualifications for custodians contained in applicable provisions of the 1940 Act. Subject to such rules, regulations and orders orders, if any, as the Securities and Exchange Commission may adopt, the Trustees Trust may, or may direct the permit any custodian to to, deposit all or any part of the securities of owned by the Trust in a system for the central handling of securities operated by the Federal Reserve Banks, or established by a national securities exchange or a national securities association registered with the said Commission under the Securities Exchange Act of 1934, or such other Person person as may be permitted by the said Commission, or otherwise in accordance with applicable provisions of the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer issue deposited within with the system are treated as fungible and may be transferred or pledged by bookkeeping entry entry, without physical delivery of such securities. The Trust shall upon the resignation or inability to serve of its custodian or upon change of the custodian: (a) in the case of such resignation or inability to serve use its best efforts to obtain a successor custodian; (b) require that the cash and securities owned by this corporation be delivered directly to the successor custodian; and (c) in the event that no successor custodian can be found, provided that all such deposits submit to the shareholders, before permitting delivery of the cash and securities owned by this Trust otherwise than to a successor custodian, the question whether or not this Trust shall be subject to withdrawal only upon the order of the Trust liquidated or its custodians, sub-custodians or other agentsshall function without a custodian.

Custodian. The Trustees shall at all times place and maintain the securities and other investments of the Trust Fund in the custody of one or more custodians meeting the requirements of applicable provisions of the 1940 Act or as otherwise permitted by the Commission or its staff. The Trustees, on behalf of the TrustFund, may enter into one or more agreements with a custodian on terms and conditions acceptable to the Trustees, providing for the custodian, among other things: (i) to hold the securities and other investments owned by the Trust Fund and deliver the same upon written order or oral order confirmed in writing; (ii) to receive and give a receipt for money paid for any moneys due to the Trust Fund and, on behalf of the TrustFund, deposit the same in its own banking department or elsewhere; (iii) to disburse such funds upon orders or vouchers; (iv) to engage one or more sub-custodians; (v) if authorized by the Trustees, to keep the books and accounts of the Trust Fund and furnish clerical and accounting services; and (vi) if authorized by the Trustees, to compute the net income or net asset value of the TrustFund. The Trustees may also authorize each custodian to engage one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall meet the qualifications for custodians contained in applicable provisions of the 1940 Act. Subject to such rules, regulations and orders as the Commission may adopt, the Trustees may direct the custodian to deposit all or any part of the securities of the Trust Fund in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934, or such other Person as may be permitted by the Commission, or otherwise in accordance with applicable provisions of the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust Fund or its custodians, sub-custodians or other agents.. ARTICLE IX

Custodian. The Trustees Custodian shall at maintain and make available to the Treasurer and its designees, accurate, current, and complete books, documents, papers, and records that sufficiently and properly document the Custodian’s performance under this Agreement, including records that document all times place and maintain the securities fees and other investments amounts charged and all transactions occurring during the term of this Agreement, for a period of at least five (5)years following the later of the Trust date of final payment, termination or expiration of this Agreement, or the completion of any audit, investigation, or administrative or legal proceeding related in any way to this Agreement. If any litigation, claim, negotiation, audit or other action involving the custody of one or more custodians meeting books, documents, papers and records has been started before the requirements of applicable provisions expiration of the 1940 Act or as otherwise permitted by five- year period, the Commission or its staff. The TrusteesCustodian must retain and make available all such books, on behalf documents, papers and records until completion of the Trustaudit or action and resolution of all issues which arise from it, may enter into one or more agreements with until the end of the above-described five-year period, whichever is later. Custodian shall permit the Auditor of the State or any authorized representative of the Treasurer, any State Fund Administrative Entity, or the State (or any authorized representative of the United States government), at no charge, to access and examine, audit, excerpt and transcribe any directly pertinent validation records, financial records, accounting records, books, documents, papers, electronic or optically stored and created records or other records of Custodian relating to or created as a custodian on terms result of this Agreement, wherever located. At the request of the Treasurer, the Custodian shall deliver and conditions acceptable provide to the TrusteesTreasurer or the Treasurer’s designee, providing for the custodianat no charge, among other things: (i) to hold the securities complete copies of such books, papers, documents and other investments owned by the Trust records in such formats and deliver the same upon written order or oral order confirmed in writing; (ii) to receive and give a receipt for money paid for any moneys due to the Trust and, on behalf of the Trust, deposit the same in its own banking department or elsewhere; (iii) to disburse within such funds upon orders or vouchers; (iv) to engage one or more sub-custodians; (v) if authorized by the Trustees, to keep the books and accounts of the Trust and furnish clerical and accounting services; and (vi) if authorized by the Trustees, to compute the net income or net asset value of the Trust. The Trustees may also authorize each custodian to engage one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions, period as may be agreed upon between the custodian and such sub-custodian and approved specified by the TrusteesTreasurer in its request. The Custodian shall not impose a charge or seek payment for any fee, provided that in every case such sub-custodian shall meet charge, costs or expense associated with any audit, examination or delivery of any books, documents, papers and records. Based on the qualifications for custodians contained in applicable provisions of the 1940 Act. Subject to such rules, regulations and orders as the Commission may adoptaudit or examination findings, the Trustees may direct Treasurer reserves the custodian right to deposit all or any part address the Custodian’s board of the securities of the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934, or such other Person as may be permitted by the Commission, or otherwise in accordance with applicable provisions of the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust or its custodians, sub-custodians directors or other agentsmanaging entity regarding performance and other issues identified during any audit or examination.

Custodian. The Trustees Custodian shall at maintain and make available to the Treasurer and its designees, accurate, current, and complete books, documents, papers, and records that sufficiently and properly document the Custodian’s performance under this Agreement, including records that document all times place and maintain the securities fees and other investments amounts charged and all transactions occurring during the term of this Agreement, for a period of at least five (5)years following the later of the Trust date of final payment, termination or expiration of this Agreement, or the completion of any audit, investigation, or administrative or legal proceeding related in any way to this Agreement. If any litigation, claim, negotiation, audit or other action involving the custody of one or more custodians meeting books, documents, papers and records has been started before the requirements of applicable provisions expiration of the 1940 Act or as otherwise permitted by five-year period, the Commission or its staff. The TrusteesCustodian must retain and make available all such books, on behalf documents, papers and records until completion of the Trustaudit or action and resolution of all issues which arise from it, may enter into one or more agreements with until the end of the above-described five-year period, whichever is later. Custodian shall permit the Auditor of the State or any authorized representative of the Treasurer, any State Fund Administrative Entity, or the State (or any authorized representative of the United States government), at no charge, to access and examine, audit, excerpt and transcribe any directly pertinent validation records, financial records, accounting records, books, documents, papers, electronic or optically stored and created records or other records of Custodian relating to or created as a custodian on terms result of this Agreement, wherever located. At the request of the Treasurer, the Custodian shall deliver and conditions acceptable provide to the TrusteesTreasurer or the Treasurer’s designee, providing for the custodianat no charge, among other things: (i) to hold the securities complete copies of such books, papers, documents and other investments owned by the Trust records in such formats and deliver the same upon written order or oral order confirmed in writing; (ii) to receive and give a receipt for money paid for any moneys due to the Trust and, on behalf of the Trust, deposit the same in its own banking department or elsewhere; (iii) to disburse within such funds upon orders or vouchers; (iv) to engage one or more sub-custodians; (v) if authorized by the Trustees, to keep the books and accounts of the Trust and furnish clerical and accounting services; and (vi) if authorized by the Trustees, to compute the net income or net asset value of the Trust. The Trustees may also authorize each custodian to engage one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions, period as may be agreed upon between the custodian and such sub-custodian and approved specified by the TrusteesTreasurer in its request. The Custodian shall not impose a charge or seek payment for any fee, provided that in every case such sub-custodian shall meet charge, costs or expense associated with any audit, examination or delivery of any books, documents, papers and records. Based on the qualifications for custodians contained in applicable provisions of the 1940 Act. Subject to such rules, regulations and orders as the Commission may adoptaudit or examination findings, the Trustees may direct Treasurer reserves the custodian right to deposit all or any part address the Custodian’s board of the securities of the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934, or such other Person as may be permitted by the Commission, or otherwise in accordance with applicable provisions of the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust or its custodians, sub-custodians directors or other agentsmanaging entity regarding performance and other issues identified during any audit or examination.

Custodian. (i) On or before each Contract Grant Date, and thereafter promptly upon the generation of any documents, instruments and agreements evidencing or otherwise relating to the Pledged Contracts or related Collateral received by any of the Borrower, FAC or FCI, the Borrower shall deliver or cause to be delivered directly to the Custodian for the benefit of the Collateral Agent pursuant to the Custodial Agreement all such documents, instruments and agreements of the Borrower, including without limitation, all Pledged Contracts, installment promissory notes, mortgages, and all ancillary and collateral documentation executed in connection therewith (collectively, the "Primary Custodial Documents"). The Trustees Custodian shall hold, maintain and keep custody of all such Primary Custodial Documents for the benefit of the Collateral Agent in the secure location at the storage facility described in the Custodial Agreement as in effect on the Effective Restatement Date; provided, however, that as -------- ------- soon as practicable after the Effective Restatement Date, but in no event later than six months after the Effective Restatement Date, the Borrower shall cause the Custodian to move all such Primary Custodial Documents and related documents to a secure, fire retardant location at an office of the Custodian, which location shall be reasonably acceptable to each of the Collateral Agent and the L/C Bank. In addition, the Servicer shall obtain a copy of the each of the Primary Custodial Documents described above on microfiche, CD- Rom or other format reasonably acceptable to the Collateral Agent, which copy shall in each case be maintained in a fireproof vault at a repository located outside of the offices of the Servicer or the Borrower (which repository initially shall be Central Records Services, Inc. in North Little Rock, and which repository shall in all cases provide an acknowledgment in form and substance satisfactory to the Collateral Agent to the effect that such repository maintains an account in the name of the Collateral Agent). (ii) The Custodian shall at all times place and maintain the securities and other investments control of the Trust in Primary Custodial Documents for the custody of one or more custodians meeting the requirements of applicable provisions benefit of the 1940 Act or as otherwise permitted by Collateral Agent on behalf of itself, the Commission or its staff. The TrusteesAdministrative Agent, Triple-A and the Surety, and for the benefit of the Collateral Agent on behalf of the TrustL/C Bank, in each case pursuant to the Custodial Agreement. Each of FAC, FCI and the Borrower may enter into one or more agreements with a custodian on access the Primary Custodial Documents at the Custodian's storage facility only for the purposes and upon the terms and conditions acceptable set forth herein and in the Custodial Agreement. Each of the Borrower and the Servicer may only remove Primary Custodial Documents for collection services and other routine servicing requirements from such facility so long as the Primary Custodial Documents for no more than 100 Pledged Contracts remain outstanding from the facility at any one time, all as set forth and pursuant to the Trustees"Bailment Agreement" (as defined in, providing for and attached as Exhibit "B" to, the custodian, among other things: (i) to hold the securities and other investments owned by the Trust and deliver the same upon written order or oral order confirmed in writing; (ii) to receive and give a receipt for money paid for any moneys due to the Trust and, on behalf of the Trust, deposit the same in its own banking department or elsewhere; Custodial Agreement). (iii) The Borrower shall at all times comply, and shall cause each of FCI and FAC to disburse such funds upon orders comply, with the terms of, and their respective obligations under, the Custodial Agreement, and shall not enter into any modification, amendment or vouchers; (iv) to engage one supplement of or more sub-custodians; (v) if authorized by the Trusteesto, to keep the books and accounts shall not terminate, any of the Trust Custodial Agreements, without the Collateral Agent's and furnish clerical and accounting services; and (vi) if authorized by the Trustees, to compute the net income or net asset value of the Trust. The Trustees may also authorize each custodian to engage one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions, as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall meet the qualifications for custodians contained in applicable provisions of the 1940 Act. Subject to such rules, regulations and orders as the Commission may adopt, the Trustees may direct the custodian to deposit all or any part of the securities of the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934, or such other Person as may be permitted by the Commission, or otherwise in accordance with applicable provisions of the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust or its custodians, sub-custodians or other agentsL/C Bank's prior written consent.