Common use of Delivery of Documents Clause in Contracts

Delivery of Documents. The Trust will promptly deliver, upon request, to the Financial Administrator copies of each of the following documents and all future amendments and supplements, if any: 1. The Trust’s organizational documents; 2. The Trust’s currently effective registration statements under the 1933 Act (if applicable) and the 1940 Act and the Trust’s Prospectus(es) and Statement(s) of Additional Information (collectively, the “Prospectus”) relating to all Portfolios and all amendments and supplements thereto as in effect from time to time; 3. Certified copies of resolutions of the Board authorizing (a) the Trust to enter into this Agreement and (b) certain individuals on behalf of the Trust and its third-party agents to (i) give instructions to the Financial Administrator pursuant to this Agreement and (ii) authorize the payment of expenses; 4. The investment advisory agreements between the Trust and the Advisers; and 5. Such other certificates, documents or opinions which the Financial Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties. The Trust shall provide, or shall cause its third-party agent to provide, timely notice to the Accounting Agent of all data reasonably required by the Accounting Agent for performance of its duties described in Section III.B hereunder. The Trust’s failure to provide such timely notice shall excuse the Accounting Agent from the performance of such duties, but only to the extent the Accounting Agent’s performance is prejudiced by the Trust’s failure. State Street is authorized and instructed to rely upon any and all information it receives from the Trust or its third-party agent that it reasonably believes to be genuine. State Street shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any data supplied to it by or on behalf of the Trust. State Street shall value the Trust’s securities and other assets utilizing prices obtained from sources designated by the Trust, or the Trust’s duly-authorized agent, on a Price Source Authorization substantially in the form attached hereto as Exhibit B or otherwise designated by means of Proper Instructions (as such term is defined herein) (collectively, the “Authorized Price Sources”). State Street shall not be responsible for any revisions to the methods of calculation adopted by the Trust unless and until such revisions are communicated in writing to State Street.

Delivery of Documents. The Trust will promptly deliver, upon request, to the Financial Administrator copies of each of the following documents and all future amendments and supplements, if any: 1. The Trust’s 's organizational documents; 2. The Trust’s 's currently effective registration statements under the 1933 Act (if applicable) and the 1940 Act and the Trust’s 's Prospectus(es) and Statement(s) of Additional Information (collectively, the “"Prospectus”") relating to all Portfolios and all amendments and supplements thereto as in effect from time to time; 3. Certified copies of resolutions of the Board authorizing (a) the Trust to enter into this Agreement and (b) certain individuals on behalf of the Trust and its third-party agents to (i) give instructions to the Financial Administrator pursuant to this Agreement and (ii) authorize the payment of expenses; 4. The investment advisory agreements between the Trust and the Advisers; and 5. Such other certificates, documents or opinions which the Financial Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties. The Trust shall provide, or shall cause its third-party agent to provide, timely notice to the Accounting Agent of all data reasonably required by the Accounting Agent for performance of its duties described in Section III.B hereunder. The Trust’s 's failure to provide such timely notice shall excuse the Accounting Agent from the performance of such duties, but only to the extent the Accounting Agent’s 's performance is prejudiced by the Trust’s 's failure. State Street is authorized and instructed to rely upon any and all information it receives from the Trust or its third-party agent that it reasonably believes to be genuine. State Street shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any data supplied to it by or on behalf of the Trust. State Street shall value the Trust’s 's securities and other assets utilizing prices obtained from sources designated by the Trust, or the Trust’s duly-'s duly- authorized agent, on a Price Source Authorization substantially in the form attached hereto as Exhibit B or otherwise designated by means of Proper Instructions (as such term is defined herein) (collectively, the “"Authorized Price Sources”"). State Street shall not be responsible for any revisions to the methods of calculation adopted by the Trust unless and until such revisions are communicated in writing to State Street.

Delivery of Documents. The Trust will promptly deliver, upon request, deliver to the Financial Administrator copies of each of the following documents and all future amendments and supplements, if any: 1. The Trust’s 's organizational documents; 2. The Trust’s 's currently effective registration statements under the 1933 Act (if applicable) and the 1940 Act and the Trust’s 's Prospectus(es) and Statement(s) of Additional Information (collectively, the “"Prospectus”") relating to all Portfolios and all amendments and supplements thereto as in effect from time to time; 3. Certified copies of resolutions of the Board authorizing (a) the Trust to enter into this Agreement and (b) certain individuals on behalf of the Trust and its third-party agents to (i) give instructions to the Financial Administrator pursuant to this Agreement and (ii) authorize the payment of sign checks and pay expenses; 4. The investment advisory agreements between the Trust and the Advisers; and 5. Such other certificates, documents or opinions which the Financial Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties. The Trust shall provide, or shall cause its third-party agent to provide, timely notice to the Accounting Agent of all data reasonably required by the Accounting Agent for performance of its duties described in Section III.B hereunder. The Trust’s 's failure to provide such timely notice shall excuse the Accounting Agent from the performance of such duties, but only to the extent the Accounting Agent’s 's performance is prejudiced by the Trust’s 's failure. State Street is authorized and instructed to rely upon any and all information it receives from the Trust or its third-party agent that it reasonably believes to be genuine. State Street shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any data supplied to it by or on behalf of the Trust. State Street shall value the Trust’s 's securities and other assets utilizing prices obtained from sources designated by the Trust, or the Trust’s 's duly-authorized agent, on a Price Source Authorization substantially in the form attached hereto as Exhibit B or otherwise designated by means of Proper Instructions (as such term is defined herein) (collectively, the “"Authorized Price Sources”"). State Street shall not be responsible for any revisions to the methods of calculation adopted by the Trust unless and until such revisions are communicated in writing to State Street.

Delivery of Documents. The Each Trust will promptly deliver, upon request, deliver to the ------------------------ Financial Administrator copies of each of the following documents and all future amendments and supplements, if any: 1. The Trust’s organizational documents's Declaration of Trust; 2. The Trust’s 's currently effective registration statements statement under the Securities Act of 1933, as amended (the "1933 Act (if applicableAct") and the 1940 Act and the Trust’s 's Prospectus(es) and Statement(s) of Additional Information (collectively, the “"Prospectus”") relating to all Portfolios and all amendments and supplements thereto as in effect from time to time; 3. Certified copies of resolutions of the Board authorizing (a) the Trust to enter into this Agreement and (b) certain individuals on behalf of the Trust and its third-party agents to (i) give instructions to the Financial Administrator pursuant to this Agreement and (ii) authorize the payment of sign checks and pay expenses; 4. The investment advisory agreements agreement between the Trust and the AdvisersTrust's investment adviser; and 5. Such other certificates, documents or opinions which the Financial Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties. The Each Trust shall provide, or shall cause its third-a third party agent to provide, timely notice to the Accounting Agent of all data reasonably required by as a condition to the Accounting Agent for Agent's performance of its duties described in Section III.B hereunder. The Trust’s failure to provide such timely notice shall excuse the Accounting Agent from the performance of such duties, but only to the extent the Accounting Agent’s performance is prejudiced by the Trust’s failure. State Street Huntington is authorized and instructed to rely upon any and all information it receives from the a Trust or its third-party agent that it reasonably believes to be genuineany third party. State Street Huntington shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any data supplied to it by or on behalf of the a Trust. State Street Huntington shall value the Trust’s each Portfolio's securities and other assets utilizing prices obtained from sources designated by the Trust, or the Trust’s 's duly-authorized agent, on a Price Source Authorization substantially in the form attached hereto as Exhibit B or otherwise designated by means of Proper Instructions (as such term is defined herein) (collectively, the “"Authorized Price Sources”"). State Street Huntington shall not be responsible for any revisions to the methods of calculation adopted by the Trust unless and until such revisions are communicated in writing to State Streetthe Huntington.

Delivery of Documents. The Trust will promptly deliver, upon request, deliver to the Financial Administrator copies of each of the following documents and all future amendments and supplements, if any: 1. The Trust’s organizational documents's Agreement and Declaration of Trust; 2. The Trust’s 's currently effective registration statements statement under the Securities Act of 1933, as amended (the "1933 Act (if applicableAct") and the 1940 Act and the Trust’s 's Prospectus(es) and Statement(s) of Additional Information (collectively, the “"Prospectus”") relating to all Portfolios and all amendments and supplements thereto as in effect from time to time; 3. Certified copies of resolutions of the Board authorizing (a) the Trust to enter into this Agreement and (b) certain individuals on behalf of the Trust and its third-party agents to (i) give instructions to the Financial Administrator pursuant to this Agreement and (ii) authorize the payment of sign checks and pay expenses; 4. The investment advisory agreements agreement between the Trust and the Advisersits investment adviser; and 5. Such other certificates, documents or opinions which the Financial Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties. The Trust shall provide, or shall cause its third-party agent to provide, timely notice to the Accounting Agent of all data reasonably required by as a condition to the Accounting Agent for Agent's performance of its duties described in Section III.B hereunder. The Trust’s failure to provide such timely notice shall excuse the Accounting Agent from the performance of such duties, but only to the extent the Accounting Agent’s performance is prejudiced by the Trust’s failure. State Street is authorized and instructed to rely upon any and all information it receives from the Trust or its third-party agent that it reasonably believes to be genuineagent. State Street shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any data supplied to it by or on behalf of the Trust. If so directed to calculate the Trust's NAV, State Street shall value the Trust’s 's securities and other assets utilizing prices obtained from sources designated by the Trust, or the Trust’s 's duly-authorized agent, on a Price Source Authorization substantially in the form attached hereto as Exhibit B or otherwise designated by means of Proper Instructions (as such term is defined herein) (collectively, the “"Authorized Price Sources”"). State Street shall not be responsible for any revisions to the methods of calculation adopted by the Trust unless and until such revisions are communicated in writing to State Streetthe Custodian.

Delivery of Documents. The Trust Huntington will promptly deliver, upon request, deliver to the ------------------------ Financial Administrator copies of each of the following documents and all future amendments and supplements, if any: 1. The Each Fund's Agreement and Declaration of Trust’s organizational documents; 2. The Trust’s Each Fund's currently effective registration statements statement under the Securities Act of 1933, as amended (the "1933 Act (if applicableAct") and the 1940 Act and the Trust’s Fund's Prospectus(es) and Statement(s) of Additional Information (collectively, the “"Prospectus”") relating to all Portfolios and all amendments and supplements thereto as in effect from time to time; 3. Certified copies of resolutions of the Board authorizing authorizing (a) the Trust Huntington to enter into this Agreement and (b) certain individuals on behalf of the Trust Huntington and its third-party agents to (i) give instructions to the Financial Administrator pursuant to this Agreement and (ii) authorize the payment of sign checks and pay expenses; 4. The investment advisory agreements agreement between the Trust each Fund and the Advisersits investment adviser; and 5. Such other certificates, documents or opinions which the Financial Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties. The Trust Huntington shall provide, or shall cause its third-party agent to provide, timely notice to the Accounting Agent of all data reasonably required by as a condition to the Accounting Agent for Agent's performance of its duties described in Section III.B hereunder. The Trust’s failure to provide such timely notice shall excuse the Accounting Agent from the performance of such duties, but only to the extent the Accounting Agent’s performance is prejudiced by the Trust’s failure. State Street is authorized and instructed to rely upon any and all information it receives from the Trust Huntington or its third-party agent that it reasonably believes to be genuineagent. State Street shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any data supplied to it by or on behalf of the TrustHuntington. State Street shall value the Trust’s each Portfolio's securities and other assets utilizing prices obtained from sources designated by the Trust, Huntington or the Trust’s duly-its duly authorized agent, on a Price Source Authorization substantially in the form attached hereto as Exhibit B or otherwise designated by means of Proper Instructions (as such term is defined herein) (collectively, the “"Authorized Price Sources”"). State Street shall not be responsible for any revisions to the methods of calculation adopted by the Trust unless and Fund until such revisions are communicated in writing to State Streetthe Custodian.

Delivery of Documents. The Trust will promptly deliver, upon request, deliver to the Financial Administrator copies of each of the following documents and all future amendments and supplements, if any: 1. The Trust’s organizational documents's Agreement and Declaration of Trust; 2. The Trust’s 's currently effective registration statements statement under the Securities Act of 1933, as amended (the "1933 Act (if applicableAct") and the 1940 Act and the Trust’s 's Prospectus(es) and Statement(s) of Additional Information (collectively, the “"Prospectus”") relating to all Portfolios and all amendments and supplements thereto as in effect from time to time; 3. Certified copies of resolutions of the Board authorizing (a) the Trust to enter into this Agreement and (b) certain individuals on behalf of the Trust and its third-party agents to (i) give instructions to the Financial Administrator pursuant to this Agreement and (ii) authorize the payment of sign checks and pay expenses; 4. The investment advisory agreements agreement between the Trust and the Advisersits investment adviser; and 5. Such other certificates, documents or opinions which the Financial Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties. The Trust shall provide, or shall cause its third-a third party agent to provide, timely notice to the Accounting Agent of all data reasonably required by as a condition to the Accounting Agent for Agent's performance of its duties described in Section III.B hereunder. The Trust’s failure to provide such timely notice shall excuse the Accounting Agent from the performance of such duties, but only to the extent the Accounting Agent’s performance is prejudiced by the Trust’s failure. State Street is authorized and instructed to rely upon any and all information it receives from the Trust or its third-party agent that it reasonably believes to be genuineany third party. State Street shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any data supplied to it by or on behalf of the Trust. If so directed to calculate the Trust's NAV, State Street shall value the Trust’s 's securities and other assets utilizing prices obtained from sources designated by the Trust, or the Trust’s 's duly-authorized agent, on a Price Source Authorization substantially in the form attached hereto as Exhibit B A or otherwise designated by means of Proper Instructions (as such term is defined herein) (collectively, the “"Authorized Price Sources”"). State Street shall not be responsible for any revisions to the methods of calculation adopted by the Trust unless and until such revisions are communicated in writing to State Streetthe Custodian.

Delivery of Documents. The Trust will promptly deliver, upon request, deliver to the Financial Administrator copies of each of the following documents and all future amendments and supplements, if any: 1. The Trust’s 's organizational documents; 2. The Trust’s 's currently effective registration statements under the 1933 Act (if applicable) and the 1940 Act and the Trust’s 's Prospectus(es) and Statement(s) of Additional Information (collectively, the “"Prospectus”") relating to all Portfolios and all amendments and supplements thereto as in effect from time to time; 3. Certified copies of resolutions of the Board authorizing (a) the Trust to enter into this Agreement and (b) certain individuals on behalf of the Trust and its third-party agents to (i) give instructions to the Financial Administrator pursuant to this Agreement and (ii) authorize the payment of sign checks and pay expenses; 4. The investment advisory agreements between the Trust and the Advisers; and 5. Such other certificates, documents or opinions which the Financial Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties. The Trust shall provide, or shall cause its third-party agent to provide, timely notice to the Accounting Agent of all data reasonably required by the Accounting Agent for performance of its duties described in Section III.B hereunder. The Trust’s 's failure to provide such timely notice shall excuse the Accounting Agent from the performance of such duties, but only to the extent the Accounting Agent’s 's performance is prejudiced by the Trust’s 's failure. State Street is authorized and instructed to rely upon any and all information it receives from the Trust or its third-party agent that it reasonably believes to be genuine. State Street shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any data supplied to it by or on behalf of the Trust. State Street shall value the Trust’s securities and other assets utilizing prices obtained from sources designated by the Trust, or the Trust’s duly-authorized agent, on a Price Source Authorization substantially in the form attached hereto as Exhibit B or otherwise designated by means of Proper Instructions (as such term is defined herein) (collectively, the “Authorized Price Sources”). State Street shall not be responsible for any revisions to the methods of calculation adopted by the Trust unless and until such revisions are communicated in writing to State Street.

Delivery of Documents. The Trust will promptly deliver, upon request, deliver to the Financial Administrator copies of each of the following documents and all future amendments and supplements, if any: 1. a) The Trust’s organizational documents's Agreement and Declaration of Trust; 2. b) The Trust’s 's currently effective registration statements statement under the Securities Act of 1933, as amended (the "1933 Act (if applicableAct") and the 1940 Act and the Trust’s 's Prospectus(es) and Statement(s) of Additional Information (collectively, the “"Prospectus”") relating to all Portfolios and all amendments and supplements thereto as in effect from time to time; 3. c) Certified copies of resolutions of the Board authorizing (a) the Trust to enter into this Agreement and (b) certain individuals on behalf of the Trust and its third-party agents to (i) give instructions to the Financial Administrator pursuant to this Agreement and (ii) authorize the payment of sign checks and pay expenses; 4. d) The investment advisory agreements agreement between the Trust and the Advisersits investment adviser; and 5. e) Such other certificates, documents or opinions which the Financial Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties. The Trust shall provide, or shall cause its third-a third party agent to provide, timely notice to the Accounting Agent of all data reasonably required by as a condition to the Accounting Agent for Agent's performance of its duties described in Section III.B hereunder. The Trust’s failure to provide such timely notice shall excuse the Accounting Agent from the performance of such duties, but only to the extent the Accounting Agent’s performance is prejudiced by the Trust’s failure. State Street is authorized and instructed to rely upon any and all information it receives from the Trust or its third-party agent that it reasonably believes to be genuineany third party. State Street shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any data supplied to it by or on behalf of the Trust. If so directed to calculate the Trust's NAV, State Street shall value the Trust’s 's securities and other assets utilizing prices obtained from sources designated by the Trust, or the Trust’s 's duly-authorized agent, on a Price Source Authorization substantially in the form attached hereto as Exhibit B A or otherwise designated by means of Proper Instructions (as such term is defined herein) (collectively, the “Authorized Price Sources”"AUTHORIZED PRICE SOURCES"). State Street shall not be responsible for any revisions to the methods of calculation adopted by the Trust unless and until such revisions are communicated in writing to State Streetthe Custodian.

Delivery of Documents. The Trust will promptly deliver, upon request, deliver to the ------------------------ Financial Administrator copies of each of the following documents and all future amendments and supplements, if any: 1. The Trust’s organizational documents's Agreement and Declaration of Trust; 2. The Trust’s 's currently effective registration statements statement under the Securities Act of 1933, as amended (the "1933 Act (if applicableAct") and the 1940 Act and the Trust’s 's Prospectus(es) and Statement(s) of Additional Information (collectively, the “"Prospectus”") relating to all Portfolios and all amendments and supplements thereto as in effect from time to time; 3. Certified copies of resolutions of the Board authorizing (a) the Trust to enter into this Agreement and (b) certain individuals on behalf of the Trust and its third-party agents to (i) give instructions to the Financial Administrator pursuant to this Agreement and (ii) authorize the payment of sign checks and pay expenses; 4. Copies of the Trust's Pricing Committee Procedures; 5. The investment advisory agreements agreement between the Trust and the Advisersits investment adviser; and 56. Such other certificates, documents or opinions which the Financial Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties. The Trust shall provide, or shall cause its third-a third party agent to provide, timely notice to the Accounting Agent of all data reasonably required by as a condition to the Accounting Agent for Agent's performance of its duties described in Section III.B hereunder. The Trust’s failure to provide such timely notice shall excuse the Accounting Agent from the performance of such duties, but only to the extent the Accounting Agent’s performance is prejudiced by the Trust’s failure. State Street is authorized and instructed to rely upon any and all information it receives from the Trust or its third-party agent that it reasonably believes to be genuineany third party. State Street shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any data supplied to it by or on behalf of the Trust. If so directed to calculate the Trust's NAV, State Street shall value the Trust’s 's securities and other assets utilizing prices obtained from sources designated by the Trust, or the Trust’s 's duly-authorized agent, on a Price Source Authorization substantially in the form attached hereto as Exhibit B or otherwise designated by means of Proper Instructions (as such term is defined herein) (collectively, the “"Authorized Price Sources”"). State Street shall not be responsible for any revisions to the methods of calculation adopted by the Trust unless and until such revisions are communicated in writing to State Streetthe Custodian.

Delivery of Documents. The Trust will promptly deliver(a) Within three (3) business days of the Date of Agreement, upon requestSeller shall provide Purchaser with access to, or otherwise make available to Purchaser the following updated information, to the Financial Administrator copies extent in the possession or control of each Seller. Purchaser expressly acknowledges and agrees that such updated information is being provided on an informational basis only and nothing contained therein shall entitle Purchaser to terminate this Agreement. Seller's updating obligation shall cover new information from January 1,2002 through the Date of Agreement: (i) the most recent (for the prior twelve (12) months) real estate and personal property tax bills, notices of assessed valuation and utility bills relating to the Property; (ii) all surveys, certificates of occupancy, certificates or other evidence of compliance (or notices of violation) with applicable laws, engineering data, floor plans, "as built" or working drawings, site plans, specifications, appraisals and title policies relating to the Property; (iii) the Leases (executed and/or out for signature), tenants' files and Lease correspondence, commission agreements, together with the most current Rent Roll for the Property; (iv) the Contracts and Licenses; (v) operating statements from and after 1999, general ledgers, and trial balances maintained or prepared for the Property; (vi) current aging reports; (vii) all material audits, reports, test results, notifications and correspondence relating to the environmental condition or operation of the Property; and (viii) all material data, correspondence, documents, agreements with, notices to or from, or applications to, any taxing authorities, governmental agencies, utilities, vendors, tenants and mortgagees with respect to the Property that are in Seller's possession or control, all other documents material to the condition, maintenance or operation of the Property, and all other information and documents relating to the Property as Purchaser shall reasonably request. (b) On the Closing Date, Seller shall deliver the following documents (the "Closing Documents") to Purchaser, in form and substance reasonably acceptable to Purchaser all future amendments duly executed, where appropriate, each of which shall be a condition precedent to Purchaser's obligation to close the transaction contemplated by this Agreement (and supplementsone or more of which may be waived in writing by the Purchaser, in its sole discretion, on or prior to the Closing Date): (i) the Conveyance Documents, executed by Seller; (ii) to the extent required by the title company, a title affidavit in customary form executed by Seller; (iii) Seller's counterpart of a closing and proration statement, executed by Seller; (iv) a certification of nonforeign status satisfying Section 1445 of the Internal Revenue Code of 1986, as amended, executed by Seller; (v) executed counterparts of real estate transfer declarations, disclosures or forms executed on behalf of Seller; (vi) evidence of Seller's existence and authority to perform its obligations under this Agreement, in form and substance reasonably satisfactory to Purchaser and Title Company; (vii) if a New York Style closing is used, (A) a gap undertaking, executed by Seller, and (B) the Title Commitment, hand-marked, initialed and dated as of the Closing Date so as to be the equivalent of the Title Policy (or a pro forma title policy) subject only to the Permitted Exceptions (the "Title Policy"); (viii) all keys and access cards to, and combinations to locks and other security devices located at, the Property, if anyapplicable; (ix) all of the original Leases, Contracts and Licenses in possession of Seller, and originals of all other materials delivered pursuant to Section 11(a) above, where available, together with (A) a letter from Seller advising the tenants under the Leases of the assignment of their respective Leases to Purchaser and the manner in which rent is to be paid subsequent to Closing; and (B) evidence of termination of Contracts designated by Purchaser, if applicable; (x) a current Rent Roll certified by Seller as true, correct and complete; (xi) all letters of credit and other non-cash security deposits for which Purchaser is not receiving a credit under Section 14 below, together with appropriate documents of assignment and amendment running in favor of Purchaser; (xii) a certificate in the form of Exhibit "K" executed by Seller recertifying the representations and warranties set forth in Section 8(a) above as of the Closing Date; and (xiii) such other documents, instruments, consents or agreements as may be reasonably requested by the Title Company or the escrow agent, in order to issue the Title Policy, in the form and with the endorsements required by this Agreement, and to otherwise consummate the Closing. (c) On the Closing Date, Purchaser shall deliver the following to Seller, in form and substance reasonably acceptable to Seller, all duly executed where appropriate, each of which shall be a condition precedent to Seller's obligation to close the transaction contemplated by this Agreement: (i) executed counterparts of the real estate transfer declarations described above; (ii) counterparts of the Assignment and Assumption, executed by Purchaser; (iii) counterparts of the closing and proration statement, executed by Purchaser; (iv) a certified copy of the resolutions or consent of Purchaser authorizing the transaction contemplated by this Agreement or other satisfactory evidence of authorization; (v) the Purchase Price, plus or minus prorations and adjustments, and (vi) such other documents, instruments or agreements as may be reasonably requested by (A) Seller, in order to consummate this Agreement or (B) Title Company or the escrow agent, in order to issue the Title Policy free of any exceptions raised due to the actions of Purchaser, and to otherwise consummate the Closing. (d) The Seller acknowledges that Purchaser intends to assign all of its rights, title and interest in and to this Agreement. The assignee will be a publicly registered company ("Registered Company") promoted by the Purchaser. The Seller acknowledges that it has been advised that if the purchaser is a Registered Company, the assignee is required to make certain filings with the Securities and Exchange Commission (the "SEC Filings") that relate to the most recent pre-acquisition fiscal year (the "Audited Year") for the Property. To assist the assignee in preparing the SEC Filings, the Seller agrees to provide the assignee with the following to the extent then not previously provided: 1. The Trust’s organizational documentsAccess to bank statements for the Audited Year; 2. The Trust’s currently effective registration statements under Access to the 1933 Act (if applicable) and general ledger for the 1940 Act and the Trust’s Prospectus(es) and Statement(s) of Additional Information (collectively, the “Prospectus”) relating to all Portfolios and all amendments and supplements thereto as in effect from time to timeAudited Year; 3. Certified copies of resolutions of Cash receipts schedule for each month in the Board authorizing (a) the Trust to enter into this Agreement and (b) certain individuals on behalf of the Trust and its third-party agents to (i) give instructions to the Financial Administrator pursuant to this Agreement and (ii) authorize the payment of expensesAudited Year; 4. The investment advisory agreements between Access to invoice for expenses and capital improvements in the Trust Audited Year; 5. Copies of all reasonably requested insurance documentation for the Audited Year; 6. Copies of accounts receivable aging as of the end of the Audited Year and an explanation for all accounts over 30 days past due as of the Advisersend of the Audited Year; and 57. Such other certificatesSigned representation letter from any outside auditor at the end of the field work, documents or opinions which the Financial Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its dutiesif available. The Trust provisions of this section shall provide, or shall cause its third-party agent to provide, timely notice to survive the Accounting Agent Closing for a period of all data reasonably required by the Accounting Agent for performance of its duties described in Section III.B hereunder. The Trust’s failure to provide such timely notice shall excuse the Accounting Agent from the performance of such duties, but only to the extent the Accounting Agent’s performance is prejudiced by the Trust’s failure. State Street is authorized and instructed to rely upon any and all information it receives from the Trust or its third-party agent that it reasonably believes to be genuine. State Street shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any data supplied to it by or on behalf of the Trust. State Street shall value the Trust’s securities and other assets utilizing prices obtained from sources designated by the Trust, or the Trust’s duly-authorized agent, on a Price Source Authorization substantially in the form attached hereto as Exhibit B or otherwise designated by means of Proper Instructions twelve (as such term is defined herein12) (collectively, the “Authorized Price Sources”). State Street shall not be responsible for any revisions to the methods of calculation adopted by the Trust unless and until such revisions are communicated in writing to State Streetmonths.

Delivery of Documents. The Trust will promptly deliverOn or before ten (10) days after the Effective Date of this Agreement (except as otherwise provided), upon requestSeller shall deliver to Buyer, at Seller's sole cost and expense, copies of all of the following items: A. Any notices, correspondence or licenses or any agreements (including without limitation subdivision and similar agreements) with, to or from any governmental or quasi-governmental authority having jurisdiction over the Financial Administrator copies Property; B. Any soils reports, environmental studies and building plans and specifications for the Property which are in the possession of Seller or its agents; C. All tax statements and operating statements for the Property for the last three years; D. Current Rent Roll for the Property, certified by Seller; E. Pursuant to C.R.S. Section 38-25.5-02(3)(b)(II), Seller at its expense agrees to request a certificate of taxes due from each of the following documents Colorado Department of Revenue, the County of Arapahoe and the City of Englewood. Seller's request for certificates of taxes due shall apply to all categories of taxes which may give rise to a lien against the Property. Seller shall deliver the original certificates of taxes due to the Buyer not less than 10 days prior to the Closing Date, as defined hereafter. On or prior to the Closing Date, Seller shall cause all taxes which are due, as evidenced by such certificates, to be paid in full and provide proof of payment to Buyer; and F. Copies of the note evidencing the Existing Encumbrance, the deeds of trust securing the Existing Encumbrance and all future amendments and supplements, if any: 1. The Trust’s organizational documents; 2. The Trust’s currently effective registration statements under the 1933 Act (if applicable) and the 1940 Act and the Trust’s Prospectus(es) and Statement(s) of Additional Information other loan documents executed in connection therewith (collectively, the “Prospectus”) "Existing Encumbrance Documents"), and all documents relating to all Portfolios the issuance of the Bonds to which Seller is a party or which affect the Property; G. Any and all amendments additional data, plans, geological and supplements thereto as in effect from time to time; 3. Certified copies of resolutions of the Board authorizing (a) the Trust to enter into this Agreement engineering studies or reports, zoning information, water and (b) certain individuals on behalf of the Trust sewer studies, topographic maps, platting information, catalogs, booklets, manuals, warranties, guaranties or repair agreements, tenant lists, lease files, tenant prospect lists and its third-party agents to (i) give instructions to the Financial Administrator pursuant to this Agreement other mailing lists, market studies, and (ii) authorize the payment of expenses; 4. The investment advisory agreements between the Trust and the Advisers; and 5. Such other certificates, documents or opinions which the Financial Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties. The Trust shall provide, or shall cause its third-party agent to provide, timely notice to the Accounting Agent of all data reasonably required by the Accounting Agent for performance of its duties described in Section III.B hereunder. The Trust’s failure to provide such timely notice shall excuse the Accounting Agent from the performance of such duties, but only to the extent the Accounting Agent’s performance is prejudiced by the Trust’s failure. State Street is authorized and instructed to rely upon any and all similar information it receives from the Trust or its third-party agent that it reasonably believes to be genuine. State Street shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any data supplied to it by or on behalf management, leasing, promotion, ownership, maintenance, use, occupancy and operation of the Trust. State Street shall value the Trust’s securities and other assets utilizing prices obtained from sources designated by the Trust, or the Trust’s duly-authorized agent, on a Price Source Authorization substantially Premises which is in the form attached hereto as Exhibit B possession of Seller or otherwise designated by means of Proper Instructions (as such term is defined herein) (collectively, the “Authorized Price Sources”). State Street shall not be responsible for any revisions to the methods of calculation adopted by the Trust unless and until such revisions are communicated in writing to State Streetits agents.

Delivery of Documents. The Each Trust will promptly deliver, upon request, deliver to the Financial Administrator copies of each of the following documents and all future amendments and supplements, if any: 1. The Trust’s organizational documents's Declaration of Trust; 2. The Trust’s 's currently effective registration statements statement under the Securities Act of 1933, as amended (the "1933 Act (if applicableAct") and the 1940 Act and the Trust’s 's Prospectus(es) and Statement(s) of Additional Information (collectively, the “"Prospectus”") relating to all Portfolios and all amendments and supplements thereto as in effect from time to time; 3. Certified copies of resolutions of the Board authorizing (a) the Trust to enter into this Agreement and (b) certain individuals on behalf of the Trust and its third-party agents to (i) give instructions to the Financial Administrator pursuant to this Agreement and (ii) authorize the payment of sign checks and pay expenses; 4. The investment advisory agreements agreement between the Trust and the AdvisersTrust's investment adviser; and 5. Such other certificates, documents or opinions which the Financial Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties. The Each Trust shall provide, or shall cause its third-a third party agent to provide, timely notice to the Accounting Agent of all data reasonably required by as a condition to the Accounting Agent for Agent's performance of its duties described in Section III.B hereunder. The Trust’s failure to provide such timely notice shall excuse the Accounting Agent from the performance of such duties, but only to the extent the Accounting Agent’s performance is prejudiced by the Trust’s failure. State Street Huntington is authorized and instructed to rely upon any and all information it receives from the a Trust or its third-party agent that it reasonably believes to be genuineany third party. State Street Huntington shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any data supplied to it by or on behalf of the a Trust. State Street Huntington shall value the Trust’s each Portfolio's securities and other assets utilizing prices obtained from sources designated by the Trust, or the Trust’s duly-'s duly- authorized agent, on a Price Source Authorization substantially in the form attached hereto as Exhibit B or otherwise designated by means of Proper Instructions (as such term is defined herein) (collectively, the “Authorized Price Sources”"AUTHORIZED PRICE SOURCES"). State Street Huntington shall not be responsible for any revisions to the methods of calculation adopted by the Trust unless and until such revisions are communicated in writing to State Streetthe Huntington.

Delivery of Documents. The Trust will promptly deliverCompany and the Initial Member agree to execute and deliver to one another the following: (a) On the Effective Date, upon request, such Transfer Documents executed by the Initial Member as the Initial Member elects to deliver to the Financial Administrator copies Company. (b) Subject to the provisions of each the Participation Agreement, the Initial Member shall deliver to the Company’s Document Custodian, the Notes and the other Custodial Documents and, on or within a reasonable period of time after the Servicing Transfer Date, shall deliver the Loan Files to the Company or the Servicer. (c) For any of the mortgages securing the Loans are registered on the MERS (Mortgage Electronic Registration Systems, Inc.) system (the “MERS Registered Mortgages”), the Company shall cause the MERS Registered Mortgages to be transferred on the MERS system on or within a reasonable time after the Servicing Transfer Date. To the extent the cost of transferring the MERS Registered Mortgages is a cost imposed by MERS on the transferor of a loan, that cost shall be borne by the Initial Member. Otherwise, the costs imposed by MERS with respect to the transfer of the MERS Registered Mortgages shall be borne by the Company and all such costs shall constitute Pre-Approved Charges for purposes of the Participation Agreement. (d) After the Effective Date, the Initial Member, in the Initial Member’s sole discretion, may elect to grant a Limited Power of Attorney to selected Company employees. If the Initial Member elects to grant such a Limited Power of Attorney, the Initial Member will provide it to the Company within a reasonable time after the Effective Date. If the Company is granted such a Limited Power of Attorney, the Company, at the Company’s expense, will prepare and execute on behalf of the Initial Member, within a reasonable time after the Effective Date, all Transfer Documents not delivered by the Initial Member to the Company on the Effective Date or anticipated by Section 3.1(c). Expenses incurred by the Company in complying with the obligations set forth in the preceding sentence shall constitute Pre-Approved Charges for purposes of the Participation Agreement. All Transfer Documents prepared by the Company shall be in appropriate form suitable for filing or recording (if applicable) in the relevant jurisdiction and otherwise subject to the limitations set forth herein, and the Company shall be solely responsible for the preparation, contents and form of such documents. The Company hereby releases the Initial Member from any loss or damage incurred by the Company due to the contents or form of any documents prepared by the Company (the form of which was not specified by the Initial Member) and shall indemnify and hold harmless the Initial Member from and against any claim, action or cause of action asserted by any Person, including the Company, arising out of the contents or form of any Transfer Document (the form of which was not provided by the Initial Member), including any claim relating to the adequacy or inadequacy of any of any such document or instrument for the purposes thereof, and the use (or purported use) by the Company of the Limited Power of Attorney in any way not expressly permitted by its terms. The Company shall use the following forms for endorsing or preparing allonges to Notes: Pay to the order of FNBN I, LLC Without Recourse Federal Deposit Insurance Corporation as Receiver for First National Bank of Nevada By: Name: Xxxxx Xxxxxx Title: Attorney-in-Fact All other documents of assignment, conveyance or transfer shall contain the following sentence: “This assignment is made without recourse, representation or warranty, express or implied, by the Federal Deposit Insurance Corporation in its corporate capacity or as Receiver.” (e) In the event the Initial Member elects not to provide the Company with a Limited Power of Attorney in accordance with Section 3.1(d), then all Transfer Documents not delivered by the Initial Member to the Company on the Effective Date or pursuant to Section 3.1(c) shall be prepared and executed by one of the following documents and all future amendments and supplementsmethods, if anyat the Initial Member’s option: 1. The TrustInitial Member, at the Initial Member’s organizational documents;expense, will prepare and execute all endorsements and allonges to Notes or Assignment and Lost Instrument Affidavits (if applicable) not delivered by the Initial Member to the Company on the Effective Date and provide them to the Company within a reasonable time after the Effective Date. The Company, at the Company’s expense, will prepare all other Transfer Documents not delivered by the Initial Member to the Company on the Effective Date and shall deliver such documents to the Initial Member for execution within a reasonable time after the Effective Date. Expenses incurred by the Company in complying with the obligations set forth in the preceding sentence shall constitute Pre-Approved Charges for purposes of the Participation Agreement. All Transfer Documents prepared by the Company shall be subject to the terms and conditions for Transfer Documents specified in Section 3.1(d) above. If any Transfer Document delivered by the Company to the Initial Member for execution is unacceptable to the Initial Member for any reason whatsoever, the Initial Member may return such document to the Company along with an explanation as to why the document is unacceptable to the Initial Member. When requesting execution of any such document, the Company shall furnish the Initial Member with the Loan numbers set forth on the Loan Schedule, and a copy of the Notes, a copy of the Collateral Documents or other documents to be transferred, and copies of any previous assignments of the applicable Collateral Document or other document; or 2. The TrustInitial Member, at the Initial Member’s currently effective registration statements under expense, will prepare and execute all Transfer Documents not delivered by the 1933 Act Initial Member to the Company on the Effective Date and submit them for recordation in the applicable jurisdiction within a reasonable period of time after the Effective Date. All such documents shall be in appropriate form suitable for filing or recording (if applicable) in the relevant jurisdiction and otherwise subject to the 1940 Act and the Trust’s Prospectus(eslimitations set forth herein. (f) and Statement(s) of Additional Information (collectivelyAs to Foreign Loans, the “Prospectus”Company, at its own expense, must retain counsel licensed in the Foreign Jurisdictions involved with the Foreign Loans. Such foreign counsel must draft the documents necessary to assign the Foreign Loans to the Company. Expenses incurred by the Company in complying with the obligations set forth in the preceding sentence shall constitute Pre-Approved Charges for purposes of the Participation Agreement. Documents presented to the Initial Member to assign Foreign Loans to the Company must be accompanied by a letter on the foreign counsel’s letterhead, signed by the foreign counsel preparing those documents, certifying that those documents conform to the Law of the Foreign Jurisdiction. Each such document and instrument shall be delivered to the Initial Member in the English language, provided, however, that any document required for its purposes to be executed by the Initial Member in a language other than the English language shall be delivered to the Initial Member in such language, accompanied by a translation thereof in the English language, certified as to its accuracy by an executive officer or general counsel of the Company and, if such executive officer or general counsel shall not be fluently bilingual, by the translator thereof. (g) relating Nothing contained herein or elsewhere in this Agreement shall require the Initial Member to make any agreement, representation or warranty or provide any indemnity in any such document or instrument or otherwise, nor is the Initial Member obligated to obtain any consents or approval to the sale or transfer of the Loans or the related servicing rights, if any, or the assumption by the Company of the Obligations. (h) The Initial Member agrees to execute any additional documents required by applicable Law or necessary to effectively transfer and assign all Portfolios of the Initial Member’s right, title and interest in and to any and all amendments and supplements thereto as in effect from time Loans to time; 3. Certified copies of resolutions the Company (subject to the rights of the Board authorizing (a) Initial Member under the Trust to enter into this Agreement and (b) certain individuals on behalf of the Trust and its third-party agents to (i) give instructions to the Financial Administrator pursuant to this Agreement and (ii) authorize the payment of expenses; 4Participation Agreement). The investment advisory agreements between the Trust and the Advisers; and 5. Such other certificates, documents or opinions which the Financial Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties. The Trust Initial Member shall provide, or shall cause its third-party agent have no obligation to provide, timely notice to review or execute any such additional documents unless the Accounting Agent of all data reasonably required by the Accounting Agent for performance of its duties described in Section III.B hereunder. The Trust’s failure to provide such timely notice shall excuse the Accounting Agent from the performance of such duties, but only to the extent the Accounting Agent’s performance is prejudiced by the Trust’s failure. State Street is authorized and instructed to rely upon any and all information it receives from the Trust or its third-party agent that it reasonably believes to be genuine. State Street same shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any data supplied to it by or on behalf been requested of the Trust. State Street shall value Initial Member within 365 calendar days after the Trust’s securities and other assets utilizing prices obtained from sources designated by the Trust, or the Trust’s duly-authorized agent, on a Price Source Authorization substantially in the form attached hereto as Exhibit B or otherwise designated by means of Proper Instructions (as such term is defined herein) (collectively, the “Authorized Price Sources”). State Street shall not be responsible for any revisions to the methods of calculation adopted by the Trust unless and until such revisions are communicated in writing to State StreetEffective Date.

Delivery of Documents. NFC and DEC shall have delivered to each Purchaser, in form and substance satisfactory to such Purchaser, the following: (a) The Trust will promptly deliverNotes being purchased by such Purchaser, upon requestduly executed by DEC, in the aggregate principal amount set forth below such Purchaser's name on the signature pages hereto, and certificates representing the Closing Shares being purchased by such Purchaser, representing the number of Closing Shares set forth below such Purchaser's name on the signature pages hereto. (1) An Opinion of Counsel, dated the Closing Date and addressed to the Financial Administrator Purchasers, from White & Case, counsel for NFC and DEC, as to the matters set forth on Annex E. (2) Each legal opinion delivered pursuant to the Acquisition Agreement, dated the Closing Date and addressed to the Purchasers or accompanied by a written authorization from the Person delivering such legal opinion stating that the Purchasers may rely on such opinion as though it were addressed to them. (3) A legal opinion, dated the Closing Date and addressed to the Purchasers, from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Purchasers. (4) Such other Opinions of Counsel covering matters incidental to the transactions contemplated by this Agreement and the other Documents as any Purchaser may reasonably request. In rendering such opinions described in this subsection (b), each counsel may rely as to factual matters upon certificates or other documents furnished by officers and directors of the Companies (copies of each which shall be delivered to such Purchaser) and by government officials, and upon such other documents as such counsel deem appropriate as a basis for their opinion. Such counsel shall opine, as applicable, as to the Federal laws of the following documents United States, the General Corporation Law of the State of Delaware, the laws of the States of New York and all future amendments and supplementsthe laws of the state or states of incorporation of the Companies, if any: 1. The Trust’s organizational documents; 2. The Trust’s currently effective registration statements under the 1933 Act (if applicable) other than Delaware or New York, and the 1940 Act and laws of the Trust’s Prospectus(esstate or states governing the Acquisition Agreement, if other than Delaware or New York. (c) and Statement(s) of Additional Information (collectively, the “Prospectus”) relating to all Portfolios and all amendments and supplements thereto as in effect from time to time; 3. Certified copies of resolutions Resolutions of the Board of Directors of NFC, certified by the Secretary or Assistant Secretary of NFC, to be duly adopted and in full force and effect on such date, authorizing (ai) the Trust execution, delivery and performance of this Agreement, the Acquisition Agreement, the other Documents to enter into which NFC is a party and the consummation of the transactions contemplated hereby and thereby and (ii) specific officers of NFC to execute and deliver this Agreement and any other Documents to which NFC is a party. (bd) certain individuals on behalf Resolutions of the Trust Board of Directors of DEC, certified by the Secretary or Assistant Secretary of DEC, to be duly adopted and its third-party agents to in full force and effect on such date, authorizing (i) give instructions the execution, delivery and performance of this Agreement, the Share Price Adjustment Agreement, the Stockholders' Agreement, the Registration Rights Agreement, the other Documents to which DEC is a party and the Financial Administrator consummation of the transactions contemplated hereby and thereby, (ii) the issuance of the Notes, the PIK Notes and the Class A Shares pursuant to this Agreement and (iii) specific officers of DEC to execute and deliver this Agreement, the Share Price Adjustment Agreement, the Stockholders' Agreement, the Registration Rights Agreement, the Notes, the PIK Notes and the Class A Shares and any other Documents to which DEC is a party. (e) Certificates of the Chief Executive Officer and Chief Financial Officer of each of NFC and DEC, dated the Closing Date, certifying that (i) all of the conditions set forth in Sections 2.3, 2.4, 2.5, 2.8, 2.9 and 2.10 are satisfied on and as of such date and specifying as to each such condition the satisfaction thereof, (ii) authorize all of the payment representations and warranties of expenses;NFC and DEC, as the case may be, contained or incorporated by reference herein or in any of the other Documents are true and correct on and as of such date as though made on and as of such date (unless stated to relate to another date), both immediately prior to and after the consummation of the Pending Acquisition (and after giving effect to the transactions contemplated by this Agreement and the other Documents), (iii) each of the Companies has performed its obligations that are required to be performed on or before the closing under the Acquisition Agreement in accordance therewith and with all applicable law, and (v) as to such other matters as such Purchaser may reasonably request. 4(f) A certificate in form, scope and substance reasonably satisfactory to the Purchasers, from the Chief Financial Officer of each of DEC and NFC, dated the Closing Date, to the effect that at the Closing Date, both immediately prior to and after the consummation of the Pending Acquisition (and after giving effect to the transactions contemplated hereby and by the Acquisition Agreement (including without limitation, the issuance of the Securities, the application of the proceeds therefrom and the consummation of the Pending Acquisition)), each of the Companies is Solvent. (g) Audited consolidated financial statements of each of the Companies (as described in the first sentence of Section 3.4(b)) for the fiscal years ended on December 31, 1996, 1995 and 1994 and unaudited consolidated financial statements of each of the Companies for the three- month periods ended March 31, 1997 and 1996, in each case together with a certificate of the Chief Financial Officer of such Company to the effect that they were prepared in accordance with GAAP and fairly present the consolidated financial position, shareholders' equity and income of such Company. The investment advisory agreements between audited financial statements referred to above shall be delivered together with a report thereon by the Trust applicable Company's independent accountants, which report shall be unqualified, shall express no doubts about the ability of such Company and each of its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present the consolidated financial position of such Company and each of its Subsidiaries as of the dates indicated and the Advisers; andresults of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with United States of America generally accepted auditing standards. 5. Such other (h) Governmental certificates, documents or opinions which dated the Financial Administrator maymost recent practicable date prior to the Closing Date, showing that each of the Companies is organized, existing and in its reasonable discretion, deem necessary or appropriate good standing in the proper performance jurisdiction of its duties. The Trust shall provideincorporation and is qualified as a foreign corporation and in good standing in all other jurisdictions in which it has executive offices or transacts business, or shall cause its third-party agent except where the failure to providebe so qualified could not reasonably be expected to have a Material Adverse Effect. (i) Copies of each consent, timely notice license and approval required in connection with the execution, delivery and performance by each of the Companies of this Agreement, the Securities, the Acquisition Agreement, the Share Price Adjustment Agreement, the Stockholders' Agreement, the Registration Rights Agreement and the other Documents and the consummation of the transactions contemplated hereby and thereby (including without limitation consents, if any, required pursuant to the Accounting Agent HSR Act). (j) Copies of all data reasonably required the Charter Documents of each of the Companies, certified as of a recent date by the Accounting Agent for performance Secretaries of its duties described in Section III.B hereunder. The Trust’s failure State of the relevant state of incorporation and certified by the Secretary or Assistant Secretary of each Company, as true and correct as of the Closing Date. (k) Certificates of the Secretary or an Assistant Secretary of each of the Companies as to provide such timely notice shall excuse the Accounting Agent from incumbency and signatures of the performance officers or representatives of such dutiesCompany executing this Agreement, but only the Securities, the Acquisition Agreement, the Share Price Adjustment Agreement, the Stockholders' Agreement, the Registration Rights Agreement, the other Documents and any other certificate or other document to be delivered pursuant hereto or thereto, together with evidence of the extent incumbency of such Secretary or Assistant Secretary. (l) True and correct copies of the Accounting Agent’s performance is prejudiced by Acquisition Agreement, the Trust’s failure. State Street is authorized and instructed to rely upon any Senior Credit Agreement, the Indenture and all amendments thereto. (m) Such additional information it receives from the Trust or its third-party agent that it and materials as any Purchaser may reasonably believes to be genuine. State Street shall have no responsibility to reviewrequest, confirm or otherwise assume any duty with respect to the accuracy or completeness including, without limitation, copies of any data supplied debt agreements, security agreements and other contracts to it by or on behalf which any of the Trust. State Street shall value the Trust’s securities and other assets utilizing prices obtained from sources designated by the Trust, or the Trust’s duly-authorized agent, on Companies is a Price Source Authorization substantially in the form attached hereto as Exhibit B or otherwise designated by means of Proper Instructions (as such term is defined herein) (collectively, the “Authorized Price Sources”). State Street shall not be responsible for any revisions to the methods of calculation adopted by the Trust unless and until such revisions are communicated in writing to State Streetparty.

Delivery of Documents. The Trust will promptly deliver, upon request, deliver to the ---------------------- Financial Administrator copies of each of the following documents and all future amendments and supplements, if any: 1. The Trust’s organizational documents's Agreement and Declaration of Trust; 2. The Trust’s 's currently effective registration statements statement under the Securities Act of 1933, as amended (the "1933 Act (if applicableAct") and the 1940 Act and the Trust’s 's Prospectus(es) and Statement(s) of Additional Information (collectively, the “"Prospectus”") relating to all Portfolios and all amendments and supplements thereto as in effect from time to time; 3. Certified copies of resolutions of the Board authorizing (a) the Trust to enter into this Agreement and (b) certain individuals on behalf of the Trust and its third-party agents to (i) give instructions to the Financial Administrator pursuant to this Agreement and (ii) authorize the payment of sign checks and pay expenses; 4. The investment advisory agreements agreement between the Trust and the Advisersits investment adviser; and 5. Such other certificates, documents or opinions which the Financial Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties. The Trust shall provide, or shall cause its third-party agent to provide, timely notice to the Accounting Agent of all data reasonably required by as a condition to the Accounting Agent for Agent's performance of its duties described in Section III.B hereunder. The Trust’s failure to provide such timely notice shall excuse the Accounting Agent from the performance of such duties, but only to the extent the Accounting Agent’s performance is prejudiced by the Trust’s failure. State Street is authorized and instructed to rely upon any and all information it receives from the Trust or its third-party agent that it reasonably believes to be genuineagent. State Street shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any data supplied to it by or on behalf of the Trust. If so directed to calculate the Trust's NAV, State Street shall value the Trust’s 's securities and other assets utilizing prices obtained from sources designated by the Trust, or the Trust’s 's duly-authorized agent, on a Price Source Authorization substantially in the form attached hereto as Exhibit B or otherwise designated by means of Proper Instructions (as such term is defined herein) (collectively, the “"Authorized Price Sources”"). State Street shall not be responsible for any revisions to the methods of calculation adopted by the Trust unless and until such revisions are communicated in writing to State Streetthe Custodian.

Delivery of Documents. The Trust will promptly deliver, upon request, deliver to the Financial Administrator copies of each of the following documents and all future amendments and supplements, if any: 1. a) The Trust’s organizational documents's Agreement and Declaration of Trust; 2. b) The Trust’s 's currently effective registration statements statement under the Securities Act of 1933, as amended (the "1933 Act (if applicableAct") and the 1940 Act and the Trust’s 's Prospectus(es) and Statement(s) of Additional Information (collectively, the “"Prospectus”") relating to all Portfolios and all amendments and supplements thereto as in effect from time to time; 3. c) Certified copies of resolutions of the Board of Directors of the Trust (the "Board") authorizing (a) the Trust to enter into this Agreement and (b) certain individuals on behalf of the Trust and its third-party agents to (i) give instructions to the Financial Administrator pursuant to this Agreement and (ii) authorize the payment of sign checks and pay expenses; 4. d) The investment advisory agreements agreement between the Trust and the Advisersits investment adviser; and 5. e) Such other certificates, documents or opinions which the Financial Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties. The Trust shall provide, or shall cause its third-a third party agent to provide, timely notice to the Accounting Agent of all data reasonably required by as a condition to the Accounting Agent for Agent's performance of its duties described in Section III.B hereunder. The Trust’s failure to provide such timely notice shall excuse the Accounting Agent from the performance of such duties, but only to the extent the Accounting Agent’s performance is prejudiced by the Trust’s failure. State Street is authorized and instructed to rely upon any and all information it receives from the Trust or its third-party agent that it reasonably believes to be genuineany third party. State Street shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any data supplied to it by or on behalf of the Trust. If so directed to calculate the Trust's NAV, State Street shall value the Trust’s 's securities and other assets utilizing prices obtained from sources designated by the Trust, or the Trust’s 's duly-authorized agent, on a Price Source Authorization substantially in the form attached hereto as Exhibit B A or otherwise designated by means of Proper Instructions (as such term is defined herein) (collectively, the “Authorized Price Sources”"AUTHORIZED PRICE SOURCES"). State Street shall not be responsible for any revisions to the methods of calculation adopted by the Trust unless and until such revisions are communicated in writing to State Streetthe Custodian.

Delivery of Documents. The Trust will promptly deliver, upon request, deliver to the Financial Administrator copies of each of the following documents and all future amendments and supplements, if any: 1. The Trust’s organizational documents's Agreement and Declaration of Trust; 2. The Trust’s 's currently effective registration statements statement under the 1933 Act (if applicable) Act"" and the 1940 Act and the Trust’s Prospectus(es's prospectus(es) and Statement(sstatement(s) of Additional Information additional information (collectively, the “"Prospectus”") relating to all Portfolios and all amendments and supplements thereto as in effect from time to time; 3. Certified copies of resolutions of the Board authorizing (a) the Trust to enter into this Agreement and (b) certain individuals on behalf of the Trust and its third-party agents to (i) give instructions to the Financial Administrator pursuant to this Agreement and (ii) authorize the payment of sign checks and pay expenses; 4. The investment advisory agreements agreement between the Trust and the Advisersits Adviser; and 5. Such other certificates, documents or opinions which the Financial Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties. The Trust shall provide, or shall cause its third-a third party agent to provide, timely notice to the Accounting Agent of all data reasonably required by as a condition to the Accounting Agent for Agent's performance of its duties described in Section III.B hereunder. The Trust’s failure to provide such timely notice shall excuse the Accounting Agent from the performance of such duties, but only to the extent the Accounting Agent’s performance is prejudiced by the Trust’s failure. State Street is authorized and instructed to rely upon any and all information it receives from the Trust or its third-party agent that it reasonably believes to be genuineany third party. State Street shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any data supplied to it by or on behalf of the Trust. If so directed to calculate the Trust's NAV, State Street shall value the Trust’s 's securities and other assets utilizing prices obtained from sources designated by the Trust, or the Trust’s 's duly-authorized agent, on a Price Source Authorization substantially in the form attached hereto as Exhibit B or otherwise designated by means of Proper Instructions (as such term is defined herein) (collectively, the “"Authorized Price Sources”"). State Street shall not be responsible for any revisions to the methods of calculation adopted by the Trust unless and until such revisions are communicated in writing to State Streetthe custodian.

Delivery of Documents. The Trust Borrower will promptly deliverkeep its principal place of business and chief executive office, and the office where it keeps the Records, at the address of the Borrower referred to in Section 4.01(j) hereof or, upon request, 30 days' prior written notice to the Financial Administrator copies of each Trustee and the Facility Agent, at such other locations within the United States where all actions reasonably requested by the Facility Agent to protect and perfect the interest of the following Borrower and the Secured Creditors in the Pledged Collateral have been taken and completed. The Borrower will not make any change to its name or use any tradenames, fictitious names, assumed names, "doing business as" names or other names, unless prior to the effective date of any such name change or use, the Borrower delivers to the Facility Agent such executed financing statements as the Facility Agent may request to reflect such name change or use, together with such other documents and all future amendments and supplements, if any: 1instruments as the Facility Agent may request in connection therewith. The Trust’s organizational documents; 2. The Trust’s currently effective registration statements under the 1933 Act (if applicable) and the 1940 Act and the Trust’s Prospectus(es) and Statement(s) of Additional Information (collectively, the “Prospectus”) relating to all Portfolios and all amendments and supplements thereto as in effect Borrower agrees that from time to time; 3. Certified copies of resolutions , at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Facility Agent may reasonably request in order to perfect, protect or more fully evidence the Trustee's interest in the Pledged Collateral for the benefit of the Board authorizing Secured Creditors, or to enable the Trustee or the Secured Creditors to exercise or enforce any of their respective rights hereunder. Without limiting the generality of the foregoing, the Borrower will upon the request of the Facility Agent: (a) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate or as the Trust Facility Agent may request, (b) mark its master data processing records evidencing such Pledged Collxxxxal with a legend acceptable to enter into the Facility Agent, evidencing that the Trustee, for the benefit of the Secured Creditors, has acquired an interest therein as provided in this Agreement and (bc) certain individuals make available to the Facility Agent any records or documents relating to any Covered Indenture as are necessary for the Facility Agent to determine that the Trustee has a first priority perfected security interest in the Pledged Collateral free of any Adverse Claims. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Pledged Collateral, or any part thereof shall be sufficient as a financing statement. If the Borrower fails to perform any of its agreements or obligations under this Section, the Facility Agent or any Secured Creditor may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of the Facility Agent or such Secured Creditor incurred in connection therewith shall be payable by the Borrower upon the Facility Agent's or such Secured Creditor's demand therefor. For purposes, of enabling the Facility Agent, any such Secured Creditor and the Trustee to exercise their respective rights described in the preceding sentence and elsewhere in this Agreement, the Borrower and the Eligible Lender Trustee hereby authorize, and irrevocably grant a power of attorney to, the Facility Agent, the Secured Creditors, the Trustee and their respective successors and assigns to take any and all steps in the Borrower's and/or Eligible Lender Trustee's name and on behalf of the Trust and its third-party agents to (i) give instructions to Borrower and/or the Financial Administrator pursuant to this Agreement and (ii) authorize the payment of expenses; 4. The investment advisory agreements between the Trust and the Advisers; and 5. Such other certificates, documents Eligible Lender Trustee necessary or opinions which the Financial Administrator maydesirable, in its reasonable discretionthe determination of the Facility Agent, deem necessary the Secured Creditors or appropriate in the proper performance of its duties. The Trust shall provideTrustee, or shall cause its third-party agent as the case may be, to provide, timely notice to the Accounting Agent of collect all data reasonably required by the Accounting Agent for performance of its duties described in Section III.B hereunder. The Trust’s failure to provide such timely notice shall excuse the Accounting Agent from the performance of such duties, but only to the extent the Accounting Agent’s performance is prejudiced by the Trust’s failure. State Street is authorized and instructed to rely upon amounts due under any and all information it receives from the Trust or its third-party agent that it reasonably believes to be genuine. State Street shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any data supplied to it by or on behalf of the Trust. State Street shall value the Trust’s securities Financed Loans and other assets utilizing prices obtained from sources designated by Pledged Collateral, including, without limitation, endorsing the Trust, or Borrower's and/or the Trust’s duly-authorized agent, Eligible Lender Trustee's name on a Price Source Authorization substantially in the form attached hereto as Exhibit B or otherwise designated by means of Proper Instructions (as checks and other instruments representing Collections and enforcing such term is defined herein) (collectively, the “Authorized Price Sources”). State Street shall not be responsible for any revisions to the methods of calculation adopted by the Trust unless Financed Loans and until such revisions are communicated in writing to State Streetother Pledged Collateral.

Delivery of Documents. The Trust will promptly deliverCompany and the Initial Member agree to execute and deliver to one another the following: (a) On the Effective Date, upon request, such Transfer Documents executed by the Initial Member as the Initial Member elects to deliver to the Financial Administrator copies Company. (b) Subject to the provisions of each the Participation Agreement, the Initial Member shall deliver to the Company’s Document Custodian, the Notes and the other Custodial Documents and, on or within a reasonable period of time after the Servicing Transfer Date, shall deliver the Loan Files to the Company or the Servicer. (c) For any of the mortgages securing the Loans are registered on the MERS (Mortgage Electronic Registration Systems, Inc.) system (the “MERS Registered Mortgages”), the Company shall cause the MERS Registered Mortgages to be transferred on the MERS system on or within a reasonable time after the Servicing Transfer Date. To the extent the cost of transferring the MERS Registered Mortgages is a cost imposed by MERS on the transferor of a loan, that cost shall be borne by the Initial Member. Otherwise, the costs imposed by MERS with respect to the transfer of the MERS Registered Mortgages shall be borne by the Company and all such costs shall constitute Pre-Approved Charges for purposes of the Participation Agreement. (d) After the Effective Date, the Initial Member, in the Initial Member’s sole discretion, may elect to grant a Limited Power of Attorney to selected Company employees. If the Initial Member elects to grant such a Limited Power of Attorney, the Initial Member will provide it to the Company within a reasonable time after the Effective Date. If the Company is granted such a Limited Power of Attorney, the Company, at the Company’s expense, will prepare and execute on behalf of the Initial Member, within a reasonable time after the Effective Date, all Transfer Documents not delivered by the Initial Member to the Company on the Effective Date or anticipated by Section 3.1(c). Expenses incurred by the Company in complying with the obligations set forth in the preceding sentence shall constitute Pre-Approved Charges for purposes of the Participation Agreement. All Transfer Documents prepared by the Company shall be in appropriate form suitable for filing or recording (if applicable) in the relevant jurisdiction and otherwise subject to the limitations set forth herein, and the Company shall be solely responsible for the preparation, contents and form of such documents. The Company hereby releases the Initial Member from any loss or damage incurred by the Company due to the contents or form of any documents prepared by the Company (the form of which was not specified by the Initial Member) and shall indemnify and hold harmless the Initial Member from and against any claim, action or cause of action asserted by any Person, including the Company, arising out of the contents or form of any Transfer Document (the form of which was not provided by the Initial Member), including any claim relating to the adequacy or inadequacy of any of any such document or instrument for the purposes thereof, and the use (or purported use) by the Company of the Limited Power of Attorney in any way not expressly permitted by its terms. The Company shall use the following forms for endorsing or preparing allonges to Notes: Pay to the order of FNBN I, LLC Without Recourse Federal Deposit Insurance Corporation as Receiver for First National Bank of Nevada By: Name: Xxxxx Malami Title: Attorney-in-Fact All other documents of assignment, conveyance or transfer shall contain the following sentence: “This assignment is made without recourse, representation or warranty, express or implied, by the Federal Deposit Insurance Corporation in its corporate capacity or as Receiver.” (e) In the event the Initial Member elects not to provide the Company with a Limited Power of Attorney in accordance with Section 3.1(d), then all Transfer Documents not delivered by the Initial Member to the Company on the Effective Date or pursuant to Section 3.1(c) shall be prepared and executed by one of the following documents and all future amendments and supplementsmethods, if anyat the Initial Member’s option: 1. The TrustInitial Member, at the Initial Member’s organizational documents;expense, will prepare and execute all endorsements and allonges to Notes or Assignment and Lost Instrument Affidavits (if applicable) not delivered by the Initial Member to the Company on the Effective Date and provide them to the Company within a reasonable time after the Effective Date. The Company, at the Company’s expense, will prepare all other Transfer Documents not delivered by the Initial Member to the Company on the Effective Date and shall deliver such documents to the Initial Member for execution within a reasonable time after the Effective Date. Expenses incurred by the Company in complying with the obligations set forth in the preceding sentence shall constitute Pre-Approved Charges for purposes of the Participation Agreement. All Transfer Documents prepared by the Company shall be subject to the terms and conditions for Transfer Documents specified in Section 3.1(d) above. If any Transfer Document delivered by the Company to the Initial Member for execution is unacceptable to the Initial Member for any reason whatsoever, the Initial Member may return such document to the Company along with an explanation as to why the document is unacceptable to the Initial Member. When requesting execution of any such document, the Company shall furnish the Initial Member with the Loan numbers set forth on the Loan Schedule, and a copy of the Notes, a copy of the Collateral Documents or other documents to be transferred, and copies of any previous assignments of the applicable Collateral Document or other document; or 2. The TrustInitial Member, at the Initial Member’s currently effective registration statements under expense, will prepare and execute all Transfer Documents not delivered by the 1933 Act Initial Member to the Company on the Effective Date and submit them for recordation in the applicable jurisdiction within a reasonable period of time after the Effective Date. All such documents shall be in appropriate form suitable for filing or recording (if applicable) in the relevant jurisdiction and otherwise subject to the 1940 Act and the Trust’s Prospectus(eslimitations set forth herein. (f) and Statement(s) of Additional Information (collectivelyAs to Foreign Loans, the “Prospectus”Company, at its own expense, must retain counsel licensed in the Foreign Jurisdictions involved with the Foreign Loans. Such foreign counsel must draft the documents necessary to assign the Foreign Loans to the Company. Expenses incurred by the Company in complying with the obligations set forth in the preceding sentence shall constitute Pre-Approved Charges for purposes of the Participation Agreement. Documents presented to the Initial Member to assign Foreign Loans to the Company must be accompanied by a letter on the foreign counsel’s letterhead, signed by the foreign counsel preparing those documents, certifying that those documents conform to the Law of the Foreign Jurisdiction. Each such document and instrument shall be delivered to the Initial Member in the English language, provided, however, that any document required for its purposes to be executed by the Initial Member in a language other than the English language shall be delivered to the Initial Member in such language, accompanied by a translation thereof in the English language, certified as to its accuracy by an executive officer or general counsel of the Company and, if such executive officer or general counsel shall not be fluently bilingual, by the translator thereof. (g) relating Nothing contained herein or elsewhere in this Agreement shall require the Initial Member to make any agreement, representation or warranty or provide any indemnity in any such document or instrument or otherwise, nor is the Initial Member obligated to obtain any consents or approval to the sale or transfer of the Loans or the related servicing rights, if any, or the assumption by the Company of the Obligations. (h) The Initial Member agrees to execute any additional documents required by applicable Law or necessary to effectively transfer and assign all Portfolios of the Initial Member’s right, title and interest in and to any and all amendments and supplements thereto as in effect from time Loans to time; 3. Certified copies of resolutions the Company (subject to the rights of the Board authorizing (a) Initial Member under the Trust to enter into this Agreement and (b) certain individuals on behalf of the Trust and its third-party agents to (i) give instructions to the Financial Administrator pursuant to this Agreement and (ii) authorize the payment of expenses; 4Participation Agreement). The investment advisory agreements between the Trust and the Advisers; and 5. Such other certificates, documents or opinions which the Financial Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties. The Trust Initial Member shall provide, or shall cause its third-party agent have no obligation to provide, timely notice to review or execute any such additional documents unless the Accounting Agent of all data reasonably required by the Accounting Agent for performance of its duties described in Section III.B hereunder. The Trust’s failure to provide such timely notice shall excuse the Accounting Agent from the performance of such duties, but only to the extent the Accounting Agent’s performance is prejudiced by the Trust’s failure. State Street is authorized and instructed to rely upon any and all information it receives from the Trust or its third-party agent that it reasonably believes to be genuine. State Street same shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any data supplied to it by or on behalf been requested of the Trust. State Street shall value Initial Member within 365 calendar days after the Trust’s securities and other assets utilizing prices obtained from sources designated by the Trust, or the Trust’s duly-authorized agent, on a Price Source Authorization substantially in the form attached hereto as Exhibit B or otherwise designated by means of Proper Instructions (as such term is defined herein) (collectively, the “Authorized Price Sources”). State Street shall not be responsible for any revisions to the methods of calculation adopted by the Trust unless and until such revisions are communicated in writing to State StreetEffective Date.

Delivery of Documents. The Trust will promptly deliver, upon request, to the Financial Administrator copies of each of the following documents and all future amendments and supplements, if any: 1. The Trust’s organizational documents; 2. The Trust’s currently effective registration statements under the 1933 Act (if applicable) and the 1940 Act and the Trust’s Prospectus(es) and Statement(s) of Additional Information (collectively, the “Prospectus”) relating to all Portfolios and all amendments and supplements thereto as in effect from time to time; 3. Certified copies of resolutions of the Board authorizing (a) The Transferor and the Trust Issuer acknowledge and agree that, solely for administrative convenience, any transfer document or assignment agreement (or, in the case of any Underlying Instrument that is in the form of a note, any chain of endorsement) required to enter into be executed and delivered in connection with the transfer of a Collateral Obligation in accordance with the terms of any related Underlying Instruments may reflect that (i) an affiliate of the Transferor (or any third party from whom the Transferor or the Issuer may purchase a Collateral Obligation) is assigning such Collateral Obligation directly to the Issuer or (ii) the Issuer is acquiring such Collateral Obligation at the closing of such Collateral Obligation. Nothing in any such transfer document or assignment agreement (or, in the case of any Underlying Instrument that is in the form of a note, nothing in such chain of endorsement) shall be deemed to impair the transfers of the Collateral Obligations by the Transferor to the Issuer in accordance with the terms of this Agreement and Agreement. (b) certain individuals on behalf In furtherance of the Trust and its third-party agents foregoing, on the Closing Date, the Financing Subsidiary has entered into the Master Participation Agreement with the Issuer to (i) give instructions grant to the Financial Administrator pursuant Issuer a Closing Date Participation Interest and directly settle, for administrative convenience, the Closing Date Participation Interests in the initial Collateral Obligations to this Agreement and (ii) authorize the payment of expenses; 4be conveyed thereunder. The investment advisory agreements between parties have agreed to treat the Trust and grant of the Advisers; and 5. Such other certificates, documents or opinions which Closing Date Participation Interest by the Financial Administrator may, in its reasonable discretion, deem necessary or appropriate Financing Subsidiary to the Issuer as a distribution of the Closing Date Participation Interests in the proper performance initial Collateral Obligations by the Financing Subsidiary to the Transferor, and a sale and/or contribution by the Transferor to the Issuer on all of its dutiestheir respective relevant books and records. The Trust shall provide, Financing Subsidiary has prepared individual assignments (or shall cause its third-party agent to provide, timely notice a master assignment) consistent with the requirements of the related Underlying Instruments and provide them to the Accounting Agent Persons required under such Underlying Instruments, which assignments will become effective in accordance with such Underlying Instruments upon obtaining certain consents thereto or upon the passage of all data reasonably required by the Accounting Agent for performance of its duties described in Section III.B hereunder. The Trust’s failure to provide such timely notice shall excuse the Accounting Agent from the performance of such duties, but only to the extent the Accounting Agent’s performance is prejudiced by the Trust’s failure. State Street is authorized and instructed to rely upon any and all information it receives from the Trust time or its third-party agent that it reasonably believes to be genuine. State Street shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any data supplied to it by or on behalf of the Trust. State Street shall value the Trust’s securities and other assets utilizing prices obtained from sources designated by the Trust, or the Trust’s duly-authorized agent, on a Price Source Authorization substantially in the form attached hereto as Exhibit B or otherwise designated by means of Proper Instructions (as such term is defined herein) (collectively, the “Authorized Price Sources”). State Street shall not be responsible for any revisions to the methods of calculation adopted by the Trust unless and until such revisions are communicated in writing to State Streetboth.