EXHIBIT 99.8
CUSTODY AGREEMENT
CUSTODY AGREEMENT. dated as of September 1, 1987, between
FINANCIAL GUARANTY INSURANCE COMPANY, a New York stock insurance
Corporation ("Financial"), and SECURITY PACIFIC NATIONAL TRUST COMPANY
(NEW YORK), a national banking association organized and existing under the laws
of the United States of America ("Custodian').
WHEREAS, Financial desires to provide for the deposit from time to
time of certain intercst bearing municipal bonds (the "Bonds") with the
Custodian, on which Bonds payment of principal and interest is insured by
Financial, and of the policies of municipal bond insurance which insure such
Bonds (individually, the "Policy" and, collectively, the "Policies"), and for
the creation, execution and delivery of Custodial Receipts ("Receipts")
evidencing direct interests in such Bonds, including future principal, premium
and interest payments on such Bonds; and
WHEREAS, the Receipts are to be substantially in the form of
Exhibit A hereto, with appropriate insertions, modifications and omissions, as
hereinafter provided in this Agreement; and
WHEREAS, Financial wishes the Custodian to act as the custodian of
the Bonds and the Policies on behalf of the Holders of the Receipts and to carry
out the duties set forth in this Agreement pertaining to the Receipts and the
Policies, and the Custodian is agreeable to so acting; and
WHEREAS, the corporate trust and agency office of the Custodian in
the Borough of Manhattan, The City of New York shall be the designated office of
the Custodian for the performance of the duties of the custodian contained
herein.
NOW, THEREFORE, in consideration of the mutual promises contained
in this document, the parties hereto agree as follows:
ARTICLE I
ESTABLISHMENT OF CUSTODY ACCOUNT AND CREATION
OF DIRECT INTERESTS IN BONDS
1. FINANCIAL and the Custodian hereby supplement the Custody
Agreement and Book-Entrv Custody Agreement, both dated September 1, 1986, and
amend those agreements by restating such agreements as of the date hereof in
whole as follows. which restatement shall be effective as of the date hereof and
shall not affect the Holder of any Receipt heretofore executed and delivered
pursuant to the Custody Agreement or the Book-Entry Agreement or of the owner of
any Bond to which a Statement of Insurance previously has been affixed pursuant
to the Custody Agreement, which rights shall continue to be determined pursuant
to such Agreements as in effect immediately prior to the execution hereof.
2. The Custodian shall establish a Custody Account in which the
Custodian shall hold the Policies and such Bonds as shall on the date hereof, or
from time to time hereafter, be deposited with the Custodian for the Custody
Account, together with all moneys received as principal, premium or interest
with respect to the Bonds or as proceeds of the Policies pending disbursement as
hereinafter provided.
3. The Custodian shall retain custody of the Bonds for the benefit
of the Holders of Receipts, and shall retain custody of each Policy for the
benefit of the Holders of Receipts relating to Bonds insured under such Policy
and for the benefit of the owners of Bonds insured under such Policy which have
been withdrawn from the Custody account pursuant to paragraph 7 of Article II.
The Holders of Receipts shall be the beneficial owners of the Bonds. The Holders
of Receipts and the owners of Bonds withdrawn from the Custodv Account pursuant
to paragraph 7 of Article II shall be the beneficiaries of the Policy under
which the Bonds relating to such receipts or such Bonds withdrawn from the
Custody Account are insured. The Custodian shall assume full responsibility and
risk for the safekeeping of the Policies, all Bonds on deposit with it and all
moneys received by it as principal, premium or interest on the Bonds, or as
proceeds of the Policies, and shall bear all costs and expenses incurred by it
as custodian of such Bonds and the Policies (subject to such reimbursement by
Financial as may be agreed upon by the Custodian and Financial in separate
agreements). The Holders of Receipts and the owners of Bonds shall not be liable
for any such costs or expenses, except costs and expenses incurred in connection
with (i) the withdrawal of the Bond or Bonds to which a Receipt relates and (ii)
the transfer or exchange of Bonds withdrawn from the Custody Account pursuant to
paragraph 7 of Article II.
4. The Bonds (unless withdrawn from the Custody Account pursuant
to paragraph 7 of of Article II), the Policies and all moneys received as
principal, premium Or interest on the Bonds, or as proceeds of the Policies,
shall remain in the custodv of the Custodian and shall be kept in a special
account separate from the general assets of the Custodian; provided, that the
Custodian may hold Bonds in its account with the Depository Trust Company or any
other securities depository registered under Section 17(a) of the Securities
Exchange Act of 1934, as amended (an "Authorized Depository"). The Bonds, the
Policies and moneys received and held in the Custody Account will not be subject
to any right, charge, security interest, lien or claim or any kind in favor of
the Custodian or any person claiming through it. The Custodian shall not have
the power or
2.
authority to transfer, assign, hypothecate, pledge, or otherwise dispose of any
of the assets of the Custodv Account to any person, except as expressly
permitted by the provisions of this Agreement.
5. Upon each delivery to the Custodian for deposit of Bonds in
registered form, or of Bonds in bearer form which by their terms are
exchangeable for Bonds in registered form, the Custodian shall, as soon as
practicable, present such Bonds to the registrar or fiscal agent of the issuer
of such bonds for registration or registration of transfer, as the case may be,
in the name of the Custodian or its nominee. Such Bonds will be held in the name
of the Custodian or its nominee in certificated form.
Upon each delivery to the Custodian for deposit of Bonds in bearer
form which are not exchangeable for Bonds in registered form, the Custodian
shall hold such Bonds in the Custody Account in the form in which such Bonds
were received.
Except in the case of a Bond or Bonds originally issued in book-
entry form only ("Book-Entry Bond"or "Book-Entry Bonds"), upon each delivery to
the Custodian of Bonds for deposit, the Custodian shall record the Bond number
in a register opposite the serial number of the Receipt or Receipts relating to
such Bond. Upon delivery to the Custodian of appropriate notifications and
instruments of transfer of Book-Entry Bonds to be held for its account pursuant
to this Agreement, the Custodian shall cause the Authorized Depository holding
such bonds to register such Bonds in the name of the Custodian or its nominee.
6. The Custodian is authorized and directed to deliver any
instrument or document necessary to obtain registration or registration of
transfer of the Bonds and to obtain payment of principal, premium and interest
thereon. The Custodian is further authorized to sign and file any declaration,
affidavits, certificates of ownership or other documents required to service the
Custody Account and to present for payment all Bonds or coupons thereon required
to be presented as a condition to payment at the maturity or upon call for
redemption thereof.
ARTICLE II
TERMS OF RECEIPTS
1. Each Receipt evidences ownership of all or a portion of the Bond
or Bonds to which such Receipt relates, including a direct interest in the
principal of and premium and interest on such Bond or Bonds in accordance with
the provisions thereof.
2. The Receipts shall be substantially in the form set forth in
Exhibit A hereto, with such appropriate omissions, insertions, substitutions and
variations as are permitted by this Agreement, including such as may result by a
permitted amendment of this Agreement. The definitive Receipts shall be printed,
lithographed or engraved, or a combination thereof, on steel engraved borders.
Temporary Receipts may be provided for in accordance with Section 4 of this
Article II.
3.
The Receipts will be delivered by the Custodian in registered
form. Receipts Issued with respect to Book-Entrv Bonds shall not be delivered
other than to an Authorized Depository. The Receipts delivered by the Custodian
will be available in the same denominations as the Bonds to which such Receipts
relate (the "Authorized Denominations"); provided that without the consent of
the Custodian no Receipt will be in a denomination less than $5,000. Receipts
are issuable in an aggregate principal amount not exceeding the aggregate
principal amount of all Bonds held by the Custodian to which such Receipts
relate, except for Receipts executed and delivered in exchange for or in lieu of
other Receipts pursuant to paragraphs 4 and 5 of this Article II, paragraphs I
and of Article V and paragraph 2 of Article VI.
3. The Receipts shall be executed on behalf of the Custodian by
the manual signature of an authorized officer. No Receipt shall be entitled to
any benefits under this Agreement, or be valid or obligatory for any purpose,
unless such Receipt shall have been executed by the Custodian in the aforesaid
manner. In case any person who shall have signed any of the Receipts shall no
longer be a person authorized to sign Receipts before the Receipts so signed by
him shall have been actually delivered, such Receipts shall be valid
nevertheless, and may be delivered with the same effect as though the person who
had signed such Receipts had not ceased to be such authorized person.
The date of each Receipt shall be the original delivery date
thereof.
4. Pending the preparation of definitive Receipts, Financial may,
at its option, instruct the Custodian to execute and deliver temporary Receipts
which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in Authorized Denominations and substantially of the tenor of the
definitive Receipts in lieu of which they are issued, with such appropriate
omissions, insertions, substitutions and variations as are permitted by this
Agreement.
After the preparation of definitive Receipts, the temporary
Receipts shall be exchangeable for definitive Receipts upon surrender of
temporary Receipts at the corporate trust and agency office of the Custodian
without charge to the Holder. Upon surrender to and cancellation by the
Custodian of any one or more temporary Receipts, the Custodian shall execute and
deliver in exchange therefor a like principal amount of definitive Receipts of
Authorized Denominations relating to the same issue of Bonds.
5. If any mutilated Receipts is surrendered to the Custodian, or
the Custodian receives evidence of its satisfaction of the destruction, loss or
theft of any Receipt, and there is delivered to the Custodian such security or
indemnity as may be required by the Custodian to save it harmless, then, in the
absence of notice to the Custodian that such Receipt has been acquired by a bona
fide purchaser, the Custodian shall execute, by manual signature of an
authorized officer, and deliver, in exchange for any such mutilated Receipt or
in lieu of any such destroyed, lost or stolen Receipt, a new Receipt of like
tenor and principal amount relating to the same issue of Bonds, bearing a number
not contemporaneously outstanding.
Upon the issuance of any new Receipt under this paragraph, the
Custodian may require from the Holder thereof the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and the Custodian shall forthwith cancel any mutilated Receipt so
surrendered.
4.
6. The Custodian has no responsibility for the payments due on the
Receipts, except to receive payments on the Bonds from the Issuer thereof or
payments from Financial pursuant to the Policies, as the case may be, and to
apply such moneys in accordance with the provisions of the receipts and this
Agreement.
7. Each Holder of a Receipt, as the beneficial owner of a direct
interest in a Bond or Bonds, shall have all the rights and privileges of an
owner of that interest in such Bond or Bonds by the issuer thereof, the
Custodian shall have the right to hold such Bond or Bonds on behalf of such
Receipt Holder, except as provided in this paragraph. With respect to a Book-
Entry Bond or Bonds, in the absence of a default on such Bond or Bonds by the
issuer thereof, such Bond shall be held by an Authorized Depository for the
account of the Custodian, and neither the Custodian nor the Receipt Holder shall
have the right to hold such Bond.
The Holder of a Receipt, other than a Receipt issued with respect
to a Book-Entry Bond or Bonds, shall be entitled to delivery of the principal
amount of Bonds at the time represented by such Receipt in any form and
denomination in which such Bonds are authorized to be issued and which such
Holder shall request, (i) upon surrender of such Receipt, on behalf of such
Holder, by a commercial bank or trust company or other financial institution or
by a member of the New York Stock Exchange, Inc. (an "Authorized Intermediary")
at the corporate trust and agency office of the Custodian and (ii) upon payment
by the Holder of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses connected
therewith and of the fee of the Custodian for the withdrawal of Bonds (such fee
not to exceed the sum of (a) $195 per transaction plus (b) $35 for each Bond
certificate delivered in excess of one). Delivery of such Bonds may be made (i)
in the case of registered Bonds, by the delivery of Certificates in the name of
such Holder, or as ordered by him, and (ii) in the case of bearer Bonds, by the
delivery of certificates with all unmatured coupons appertaining thereto, and
(iii) together, in each such case, with a statement of insurance (the "Statement
of Insurance"), substantially in the form of Exhibit B hereto, affixed to each
such Bond. On each Statement of Insurance affixed to a Bond by the Custodian
pursuant to this paragraph, the Custodian shall enter the number of the Bond to
which such Statement of Insurance relates and the name of the owner of such
Bond. Such delivery shall be made without unreasonable delay.
A Receipt surrendered or such purposes may be required by the
Custodian to be properly endorsed in blank or accompanied by proper instruments
of transfer in blank, and the Holder thereof shall execute and cause to be
delivered to the Custodian a written order directing the Custodian to cause the
Bond or Bonds being withdrawn to be delivered to any Authorized Intermediary on
behalf of the person or persons designated in such order. Thereupon the
Custodian shall deliver to the Authorized Intermediary designated in the order
delivered to the Custodian as above provided, the principal amount of Bonds
represented by such Receipt with a Statement of Insurance affixed to each such
Bond.
The withdrawal of each Bond from the Custody Account pursuant to
this paragraph shall be recorded on the book maintained by the Custodian for
such purpose.
5.
Upon any withdrawal of Bonds pursuant to this paragraph, the
Custodian shall no longer receive payments of principal, premium or interest on
such Bonds, or notices or solicitations relating to such Bonds. In addition, as
a condition to the maintenance of insurance on such Bonds:
(i) The owner of any bearer Bond withdrawn pursuant to this
paragraph shall be required, upon any subsequent change of ownership of such
Bond, to surrender such Bond, with the related Statement of Insurance affixed,
through an Authorized Intermediary to the Custodian for recordation of transfer
on the books maintained by the Custodian for Bonds withdrawn pursuant to this
paragraph. The Custodian shall thereupon affix to the Bond so surrendered a new
Statement of Insurance, bearing the number of such Bond and the name of the
transferee or transferees, and shall redeliver such Bond, with the new Statement
of Insurance affixed, to the Authorized Intermediary.
(ii) The owner of any registered Bond withdrawn pursuant to this
paragraph shall be required, in order to register the transfer of or exchange
such Bond, to surrender such Bond, with the related Statement of Insurance
affixed, through an Authorized Intermediary to the Custodian, accompanied by an
appropriate instrument or instruments of transfer or endorsement in form
satisfactory to the Custodian. The Custodian shall, as soon as practicable, (a)
present such Bond on behalf of the owner to the registrar or fiscal agent of the
issuer of such Bond for registration of transfer or exchange thereof in the name
of the transferee or transferees designated by such owner and (b) record such
transfer or exchange on the books maintained by the Custodian for Bonds
withdrawn pursuant to this paragraph. The Custodian shall thereupon affix to
each new Bond issued upon such transfer or exchange a new Statement of
Insurance, bearing the number of the new Bond and the name of the transferee or
transferees, and shall deliver the new Bond, with the new Statement of Insurance
affixed, to the Authorized Intermediary. The Custodian may require from the
transferee or transferees payment of any costs and expenses incurred by the
Custodian in effecting such registration of transfer or exchange and of the fee
of the Custodian for effecting such registration of transfer and exchange (such
fee not to exceed S35 for each Bond certificate redelivered by the Custodian).
The owner of any Bond with a Statement of Insurance affixed may
redeposit such Bond for the Custody Account by surrendering such Bond, with the
related Statement of Insurance affixed, through an Authorized Intermediary to
the Custodian. Each Bond surrendered for redeposit pursuant to this paragraph
shall be accompanied by an appropriate instrument or instruments of transfer or
endorsement in form satisfactory to the Custodian, together with a written order
of such owner directing the Custodian to deliver a Receipt or Receipts relating
to such Bonds to any Authorized Intermediary on behalf of such owner. The
Custodian, subject to the terms and conditions of this Agreement, shall
thereupon deliver to the Authorized Intermediary designated in such order a
Receipt or Receipts in the Authorized Denominations requested by such owner. The
Custodian may require from the owner of any Bond surrendered for redeposit
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with the transfer of such Bond or the issuance of
such Receipt therefor and any other expenses connected therewith.
Any bearer Bond surrendered for redeposit pursuant to this
paragraph shall have attached thereto all unmatured coupons.
6.
The Custodian shall not be obligated to permit withdrawal or
redeposit of any Bond pursuant to this paragraph (i) between the recorded date
for such Bond and the related interest payment date or (ii) during any period
in which the registrar or fiscal agent of the issuer of such Bond is not
obligated to register the transfer of or exchange such Bond.
ARTICLE III
PAYMENTS ON THE RECEIPTS, NOTICES AND REPORTS
1. The Custodian shall receive payment of principal of and
premium and interest on the Bonds from the issuer thereof on behalf of Receipt
Holders and shall apply such moneys to the payment of the related Receipts in
accordance with the provisions of the Receipts and this Agreement. Pending such
payments, all moneys shall be received and held in trust by the Custodian. The
Custodian shall not be entitled to make any deductions to compensate itself for
its services or to reimburse itself for its expenses hereunder.
2. Whenever the Custodian shall receive payment of principal,
premium or interest on the Bonds from the issuer thereof, the Custodian shall,
not later than the business day following receipt of payment, distribute the
amount thus received to the Holders of Receipts entitled thereto, in proportion
to the principal amount of Bonds represented by the Receipt or receipts held by
them respectively. Such distributions by the Custodian shall be made by check
in New York Clearing House funds. Payments in respect of interest shall be
distributed, not later than the business day following receipt of payment, to
the Holder of each Receipt on the record date for the Bonds to which such
Receipt relates, or, if the Bonds to which a Receipt relates do not provide for
a record date, on the fifteenth day prior to such payment date (the 'Record
Date"). The Holders of Receipts relating to such Bonds on such Record Date
shall be entitled to receive the amount distributable by the Custodian with
respect to such payment in proportion to the principal amount of Bonds
represented by the Receipt or receipts held by them respectively. Receipts must
be presented and surrendered to the Custodian for payment upon redemption or at
maturity.
3. Payments on the Receipts shall be made at the corporate trust
and agency office of the Custodian in the Borough of Manhattan, The City of New
York, in accordance with the terms of the Receipts.
4. Upon receipt of any notice of default or of any meeting of
Bondholders, or if the issuer of any Bond shall solicit from the holders
thereof any request, demand, authorization, direction, notice, consent, waiver
or other act, the Custodian shall, as soon as practicable after receipt of such
notice or solicitation, mail to the Holders of the Receipts relating to such
Bonds a notice which shall contain (a) such information as is contained in such
notice or solicitation and (b) if applicable, a statement that the Holders of
Receipts at the close of business on a specified record date will be entitled,
subject to any applicable provisions of law, to instruct the Custodian as to
the exercise of the voting rights pertaining to the number of Bonds represented
by their respective Receipts or as to the giving of such request, demand,
authorization, direction, notice, consent, waiver or other act, and a brief
statement as to the manner in which such instruction may be given.
7.
Upon the written request of a Holder of a Receipt on such record date, received
on or before the date established by the Custodian for such purpose, the
Custodian shall endeavor insofar as practicable to act in accordance with the
instructions set forth in such request.
ARTICLE IV
BOND INSURANCE
1. On or prior to the date of each deposit of Bonds with the
Custodian hereunder, Financial shall furnish to the Custodian a Policy of
municipal bond insurance with Schedule A Attached thereto describing the Bonds
to be deposited on such date.
2. (a) In the event that the issuer of any Bond or Bonds
deposited with the Custodian shall fail to make all or a portion of a required
payment of principal of or interest on such Bonds on the stated maturity date
thereof or on the date on which such Bonds shall have been called for mandatory
sinking fund redemption or for mandatory redemption as a result of a
determination of taxability (but not any such payment which is due for any
other reason prior to the stated maturity date thereof, including by reason of
acceleration), or if the Custodian shall receive written notice from the owner
of a Bond withdrawn from the Custody Account pursuant to paragraph 7 of Article
II that the issuer of such Bond shall have failed to make all or a portion of
any such payment, then the Custodian shall immediately file a claim with
Financial. Such action by the Custodian shall in all respects be made in
compliance with the terms of the applicable Policy. Nothing in this Agreement
shall be construed as a limitation on the provisions of any Policy, and in the
event the Custodian shall fail to comply with the provisions of this Agreement,
Financial shall still be obligated to make payment in accordance with the
provisions of the applicable Policy.
(b) By his acceptance of the Receipts or of Bonds with Statements
of Insurance affixed, each Holder of Receipts and each owner of such Bonds
hereby designates, appoints, authorizes and directs the Custodian to act as his
attorney-in-fact as follows:
(i) if and to the extent a deficiency exists in amounts
required to pay interest on the Bonds to which such Receipts
relate or on such Bonds with Statements of Insurance affixed, to
execute and deliver an appropriate instrument of assignment to
Financial for each of the claims for interest to which such
deficiency relates; and
(ii) if and to the extent a deficiency exists in amounts
required to pay principal of the Bonds to which such Receipts
relate or of such Bonds with Statements of Insurance affixed, to
execute and deliver an appropriate instrument of assignment to
Financial of any of the Bonds the principal amount of which has
not previously been paid or for which moneys are not held by the
Custodian and available for payment.
8.
In each case in which the Custodian shall receive, as attorncy-
in-fact for each Holder of Receipts or each owner of Bonds with Statements of
Insurance affixed, in accordance with the tenor of the applicable Policy,
payment from Financial with respect to the claims for interest so assigned or
the assignment of Bonds, whichever is applicable, the Custodian shall disburse
such sums to the Holders of Receipts or the owner of Bonds with Statements of
Insurance affixed which are entitled thereto in accordance with this
Agreement. Payments disbursed by the Custodian from proceeds of the applicable
Policy shall not be considered to satisfy payments required to be made by the
issuer of such Bonds, and Financial shall become the owner of such unpaid
Bonds and claims for principal or interest thereon in accordance with the
tenor of the assignment made to it. Irrespective of whether any assignment is
executed and delivered, the Custodian, each Holder of the Receipts and each
owner of Bonds with Statements of Insurance affixed hereby agree for the
benefits of Financial that (a) they recognize that to the extent Financial
makes payments on account of principal of or interest on the Bonds to the
Holders of such Receipts or owners of such Bonds, Financial will be subrogated
to the rights of such Holders and owners to receive such principal and
interest from the issuer thereof as provided in this Article and the Bonds,
and (b) the Custodian will accordingly pay to Financial such principal and
interest as shall be received by it as provided in this Article and the Bonds,
but only from sources and in the manner provided herein for the payment of
principal of and interest on the Bonds, and will otherwise treat Financial as
the owner of such rights to principal and interest.
(c) Anything in this Agreement notwithstanding the Custodian
shall not be obligated to take any action of any kind with respect to any
Policy, other than holding such Policy in safekeeping, until it has actual
knowledge of a default in the payment of the principal of or interest on any
Bonds insured under such Policy. The Custodian has no responsibility for the
payment of premiums due on any Policy.
3. Upon default by Financial in the payment of any amounts due
under a Policy, each Holder of Receipts relating to Bonds insured under such
Policy or owner of Bonds insured under such Policy which have Statements of
Insurance affixed, as the real party in interest, shall have the right to
proceed directly and individually against Financial or the issuer of such
Bonds, in whatever manner such Holder or owner deems to be appropriate. In
such event, the Holder of Receipts or the owner of Bonds with Statements of
Insurance affixed is not required to act in concert with other Holders of
Receipts or other such owners or with the Custodian. The Custodian is not
authorized to assert the rights and privileges of the Holders of Receipts or
the owners of Bonds with Statements of Insurance affixed and has not duty to
do so. No provision of this Agreement or any document or instrument delivered
in furtherance of the provisions hereof shall provide otherwise.
9.
ARTICLE V
TRANSFERS AND EXCHANGES
1. The Custodian shall maintain books on which each Receipt
executed and delivered under this Agreement and the transfer or exchange of such
Receipt shall be registered and, except with respect to a Book-Entry Bond or
Bonds, on which transfers and exchanges of Bonds withdrawn pursuant to paragraph
7 or Article 11 shall be recorded. Subject to the terms and conditions of this
Agreement, the Custodian shall register transfers and exchanges on its transfer
books from time to time of Receipts upon anv surrender of a Receipt by the
Holder in person or by duty authorized attorney, properly endorsed or
accompanied by proper instruments of transfer at the corporate trust and agency
office of the Custodian in the Borough of Manhattan, The City of New York, and
the Custodian shall record transfers and exchanges of Bonds withdrawn pursuant
to paragraph 7 of Article 11 in accordance with the terms of such paragraph;
provided, however, that with respect to a Book-Entry Bond or Bonds, no transfer
of a Receipt shall be registered unless the transferee is an Authorized
Depository.
Upon surrender for registration of transfer of any Receipt at the
above office of the Custodian, the Custodian shall execute and deliver, in the
name of the transferee or transferees, one or more new Receipts, as the case may
be, of any Authorized Denomination or Denominations of a like aggregate
principal amount and relating to the same issue of Bonds.
2. At the option of the Holder thereof, Receipts may be exchanged
for other Receipts relating to the same issue of Bonds, of any Authorized
Denomination or Denominations and of a like aggregate principal amount, upon
surrender of the Receipts to be exchanged at any designated office of the
Custodian. Whenever any Receipts are so surrendered for exchange, the Custodian
shall execute and deliver the Receipts which the Holder making the exchange is
entitled to receive.
3. All Receipts so presented or surrendered for registration of
transfer or exchange shall forthwith be cancelled by the Custodian.
4. No service charge to the Holder shall be made for any
registration of transfer of Receipt, but the Custodian may require from the
transferee or transferees payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Receipts.
5. All Receipts delivered upon any registration of transfer or
exchange of Receipts shall evidence the same obligation, and be entitled to the
same rights and privileges, as the Receipts surrendered upon such registration
of transfer or exchange.
6. Every Receipt presented or surrendered for registration of
transfer or (if required by he Custodian) for exchange shall be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Custodian duly executed by the Holder thereof or his attorney duly
authorized in writing.
10.
ARTICLE VI
REDEMPTION OF RECEIPTS
I. Upon receipt by the Custodian of notice of redemption of any
Bond or Bonds deposited for the Custody Account, the Custodian shall, as soon
as practicable thereafter, mail to the Holders of Receipts relating to such
Bond or Bonds a notice containing such information as is contained in such
notice of redemption and specifying the numbers of the Receipts to be redeemed
(and, in the case of any Receipt which is to be redeemed in part, the portion
thereof to be redeemed, which shall be a principal amount equal to the minimum
Authorized Denomination or a multiple thereof). If less than all the Bonds of a
particular issue are to be redeemed, the Custodian shall select by lot, in such
manner as it shall deem fair and appropriate, the Receipts to be so redeemed.
The Custodian shall also, as soon as practicable after receipt of notice of
redemption of any Bonds, give notice of such redemption to Financial.
In the event of a redemption in part, the Custodian shall not be
required (i) to register the transfer of or exchange Receipts for a period of
fifteen days preceding the selection of Receipts for redemption or (ii) to
register the transfer of or exchange any Receipt, or portion thereof, selected
for redemption.
2. Any Receipt which is to be redeemed in part only shall be
surrendered at the corporate trust and agency office of the Custodian, and the
Custodian shall execute and deliver to the Holder of such Receipt a new Receipt
or Receipts, of any Authorized Denomination as requested by such Holder, in any
aggregate principal amount equal to and in exchange for the unrcdeemed portion
of the Receipt so surrendered.
ARTICLE VII
THE CUSTODIAN
1. The Custodian undertakes to perform such duties and only such
duties as specifically set forth in this Agreement, and no implied covenants or
obligations shall be read into this Agreement against the Custodian. The
Custodian shall not have by reason of this Agreement any fiduciary relationship
in respect of the Holders of the Receipts or in respect of the owners of Bonds
with Statements of Insurance affixed, except to file claims under the
applicable Policy under the conditions and in accordance with the provisions of
Article IV.
The Custodian assumes no obligation nor shall it be subject to
any liability under this Agreement to Holders of Receipts or to owners of Bonds
with Statements of Insurance affixed (including, without limitation, liability
with respect to the validity or worth of any Bonds or any Policy), other than
it agrees to use its best judgment and good faith in the performance of such
duties as are specifically set forth in this Agreement. The Custodian shall not
be liable to anv Receipt Holder or to the owner of any Bond with a Statements
of Insurance affixed for any act or thing to be done or performed under the
terms of this Agreement, or for anv delay in acting or performing of for any
nonaction or
11.
nonperformance, if the Custodian shall be prevented or forbidden from acting or
performing by reason of any present or future law or regulation of the United
States of America or any other governmental agency or authority, or by reason
of any other circumstance be, and its control.
The Custodian may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, Receipt, Bond,
Policy, Statements of Insurance, debenture or other paper or document believed
by it to be genuine and to have been signed or presented by the proper party or
parties.
The Custodian may consult with counsel of its own choice and
shall have full and complete authorization and protection in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
on the opinion of such counsel. The Custodian may perform such duties hereunder
either directly or by or through agents or attorneys.
The Custodian may treat the registered owner of any Receipt as
the owner thereof for the purposes of receiving payment in respect of the Bonds
to which such Receipt relates and for all other purposes, whether or not any
such Receipt shall be overdue, and the Custodian shall not be affected by any
notice to the contrary. The Custodian shall be under no obligation to appear
in, prosecute or defend any action suit or other proceeding in respect of any
Bonds, any Policy or any Receipts which in its opinion may involve it in
expense or liability, unless indemnity satisfactory to it against all expense
and liability be furnished as often as may be required.
3. Except for the authority and authenticity of any signatures of
officers of the Custodian appearing on the Receipts, the Custodian makes no
representations as to the validity or sufficiency of the Receipts, the validity
or worth of the Bonds or the validity or sufficiency of any Policy or any
Statements of Insurance.
4. The Custodian, in its individual or any other capacity, may
become the owner of pledgee of Receipts with the same rights in would have if
it were not the Custodian.
5. The Custodian shall be a bank or trust company organized and
doing business under the laws of the United States of America or the State of
New York, authorized to act as Custodian, having a combined capital and surplus
of at least $25,000,000, subject to supervision or examination by Federal or
State authority, and having an office for the acceptance and delivery of Bonds
and Receipts or employing an agent for such purpose in the Borough of
Manhattan, The City and State of New York.
If at any time the Custodian shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
accordance with the provisions of paragraph 6 of this Article VII.
6. The Custodian may resign at any time and Financial shall
thereupon appoint a successor Custodian. If an instrument of acceptance by a
successor Custodian shall not have been delivered to the Custodian within 30
days after the giving of such notice of resignation, the resigning Custodian
may petition any court of competent jurisdiction for the appointment of a
successor Custodian.
12.
Notice of each resignation shall be given to Financial and shall
be given once by publication in the English language In a financial journal of
general circulation published on each business day in The City of New York,
New York, and such notice shall be mailed to the address of the registered
Holder of each Receipt and the owner of each Bond with a Statement of
Insurance affixed.
Every successor Custodian appointed hereunder shall execute,
acknowledge and deliver to Financial and the retiring Custodian an instrument
accepting such appointment and thereupon the resignation of the retiring
Custodian shall become effective and such successor Custodian shall become
vested with all the rights and duties of the retiring Custodian. The retiring
Custodian shall, upon payment of its charges, duly assign, transfer and
deliver to such successor Custodian the Policies and all records, Bonds,
Receipts, Statements of Insurance and moneys held by such retiring Custodian
hereunder.
No successor Custodian shall accept its appointment unless at the
time of such acceptance such successor Custodian shall be eligible under this
Article.
7. Any corporation or national banking association into which the
Custodian may be merged or converted or with which it may be consolidated, or
any corporation resulting from any merger, conversion or consolidation to
which the Custodian shall be a party, or any corporation succeeding to all or
substantially all of the custodian business of the shall be a party, or any
corporation succeeding to all or substantially all of the custodian business
of the Custodian, shall be the successor of the Custodian hereunder, provided
such corporation shall be otherwise eligible under this Article, without the
execution or filing of any paper or any further act on the part of the parties
hereto.
ARTICLE VIII
MISCELLANEOUS
1. This Agreement will be governed by the laws of the State of
New York.
2. Any notice or other instrument in writing which is authorized
or required by this Agreement to be given to Financial shall be sufficiently
given if addressed to Financial and received by Financial at its offices at
000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: President,
or at such other place as Financial may from time to time designate in
writing.
3. Any notice or other instrument in writing which is authorized
or required by this Agreement to be given to the Custodian shall be
sufficiently given if addressed to the Custodian, and received by the
Custodian at its offices at 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Corporate Trust Division, or at such other place as the
Custodian may from time to time designate in writing.
4. This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns.
13.
5. Financial and the Custodian may enter into one or more
amendments, modifications or supplements hereto, without the consent of the
Holders of the Receipts or the owners of Bonds with Statements of Insurance
affixed, which shall not adversely affect the interests of any Receipt Holder or
owner of a Bond with a Statement of Insurance affixed, to cure any ambiguity, to
provide for the issuance, at a future date, of Receipt in bearer form if and
when United States tax laws so permit, to correct or supplement anv provision
contained herein or in any supplement hereto which may be defective or
inconsistent with any other provision herein or in any supplement hereto, or to
otherwise amend, modify or supplement this Agreement or any supplement hereto.
In addition, this Agreement may be amended or modified by Financial and the
Custodian to make provisions with respect to a particular issue of Bonds to be
deposited hereunder; provided that no such amendment or modification shall
affect the Holder of any Receipt theretofore executed and delivered pursuant to
this Agreement or the owner of any Bond to which a Statement of Insurance
previously has been affixed pursuant to this Agreement.
6. (a) If at any time it shall be determined that the Custodian
shall be prevented or forbidden from acting or performing any of its duties
under the terms of this Agreement by reason of any present or future law or
governmental agency or authority, then this Agreement shall be amended to delete
here from those duties that the Custodian is so prevented or forbidden from
performing, and if the Custodian is so prevented from performing all or
substantially all of its duties hereunder, then this Agreement may be terminated
by either of the parties hereto upon 90 days' written notice.
(b) Whenever all of the Bonds and Receipts shall have been paid
at maturity and all fees required hereunder shall have been paid, then this
Agreement shall terminate.
IN WITNESS WHEREOF, FINANCIAL GUARANTY INSURANCE COMPANY and
SECURITY PACIFIC NATIONAL TRUST COMPANY (NEW YORK) have caused this Custodian
Agreement to be executed by their duly authorized officers as of the day and
year first above written.
FINANCIAL GUARANTY INSURANCE COMPANY
By /s/
------------------------------
SECURITY PACIFIC NATIONAL TRUST
COMPANY (NEW YORK)
By /s/
------------------------------
September 1, 1987
14.
APPENDIX I
RECEIPTS WILL BE IN SUBSTANTIALLY THE FOLLOWING FORM
REGISTERED REGISTERED
NUMBER
TCR $ Dollars
TRANSFERABLE CUSTODIAL RECEIPT FOR INSURED BONDS
INSURED BY FINANCIAL GUARANTY
INSURANCE COMPANY
SECURITY PACIFIC NATIONAL TRUST COMPANY (NEW YORK), AS CUSTODIAN
(Not an Interest in or Debt Obligation of the Custodian)
This Receipt evidences the ownership of the following Bonds (the "Bonds"):
Date Interest Interest
Interest of Payment Record
Date Issue Date(s) Date(s)
Uninsured Insured Trading
CUSIP No. CUSIP No. Denominations Maturity
Registered Owner
Issue Description:
Principal Amount
The Bonds and the insurance policy hereinafter mentioned (the
"Policy") are being held in a custody account by, or for the account of,
Security Pacific National Trust Company (New York), as Custodian, pursuant to
the terms of a custody agreement dated as of September 1, 1987, the ("Custody
Agreement"), pursuant to which this and other Receipts are registered and
delivered by the Custodian. The terms and conditions of the Custody Agreement
are hereby incorporated in this Receipt as if fully set forth herein. The
holder hereof hereby assents to all of the terms and provisions of the Custody
Agreement, a copy of which is available for inspection at the corporate trust
and agency office of the Custodian. The Bond or Bonds to which this Receipt and
other Receipts relate, the Policy and interest and principal payments received
by the Custodian pending their disbursement will be held by the Custodian in
custody for the benefit of holders of Receipts at Security Pacific National
Trust Company (New York), in New York, New York. The Custodian assumes full
responsibility and risk for the safekeeping of the custody account.
Reference is hereby made to the further provisions of this
Receipt set forth on the reverse side hereof, and such further provisions shall
for all purposes have the same effect as if set forth on the front side hereof.
15.
IN WITNESS WHEREOF, the Custodian has caused this Receipt to be
executed in Its name by the facsimile signature of an authorized officer and
attested by the manual signature of an authorized signer thereof, all as of the
date of attestation.
Date Issued:
ATTEST:
Security Pacific National
Trust Company (New York)
By: [Facsimile Signature]
SEAL
----------------------------
Authorized Signatory
16.
(Reverse of Receipt)
The Bond or Bonds to which this Receipt relates are held either
directly by the Custodian or for the account of the Custodian with the
Depository Trust Company or other securities depository registered under Section
17(a) of the Securities Exchange Act of 1934, as amended (an Authorized
Depository"). Such Bonds, if held directiy by the Custodian and if registrable
as to principal and interest or as to principal alone, are registered on the
books of the registrar for such Bonds in the name of the Custodian. If such
bonds are originally issued in book-entry form and are held by an Authorized
Depository ("Book-Entry Bonds"), such Bonds are registered on the books of such
Authorized Depository in the name of the Custodian. If such Bond or Bonds are
held directly by the Custodian and are issuable solely as bearer Bonds, the
Custodian shall present the appurtenant coupons for payment on the payment date
thereof. If such Bonds are held directly by the Custodian the Custodian shall
present each Bond for payment on the maturity date thereof or on such prior date
as such Bond shall have been called for earlier redemption. The Custodian shall
remit all payments of principal of and interest on such Bonds by mail to the
registered owner of this Receipt as received; provided, that with respect to
such principal payments, the holder of this receipt shall first present and
surrender this Receipt, at the corporate trust and agency office of the
Custodian in New York, New York. If a portion of the Bond or Bonds to which this
Receipt relates shall be called for redemption, a new Receipt stating a
principal amount equal to the unredeemed portion of the Bond or Bonds to which
this Receipt relates will be issued to the registered owner hereof upon the
surrender of this Receipt to the Custodian. If less than all of the Bonds of a
particular issue held by the Custodian are to be redeemed, the Custodian shall
select by lot the Receipt or Receipts to which said redeemed Bonds relate.
All payments of principal and interest on Bonds shall be made to
the registered owner of this Receipt by the Custodian in New York Clearing House
funds. The Custodian is not entitled to make any deductions from such payments
to compensate itself for its services or expenses incurred in connection
therewith. The Custodian has no responsibility for the payments of principal and
interest on the Bonds other than to remit such payments not later than the
business day following the date any such payment is received by the Custodian to
the registered owner of this Receipt and to file claims under the Policy in the
event of nonpayment of such amounts by the issuer of the Bonds, as hereinafter
described.
If the issuer of the Bond or Bonds covered by this Receipt (the
"Issuer) defaults in the payment of the principal or interest on said Bond or
Bonds when due, the registered owner hereof, as the real party in interest shall
have the right to proceed directly against the Issuer unless such payment shall
be made pursuant to the Policy. Upon receipt by the Custodian of any notice of
default or of any meeting of Bondholders, or of any solicitation by the Issuer
of the Bondholders, the Custodian shall mail to the registered owner of this
Receipt a notice containing the information received by the Custodian. Upon
receipt by the Custodian of instructions of the registered owner of this Receipt
pertaining to any said notice, the Custodian shall endeavor to act in accordance
with said instructions.
The payments of principal and interest on the Bond or Bonds
covered by this Receipt are insured under the Policy by FINANCIAL GUARANTY
INSURANCE COMPANY ("Financial Guaranty"), as more fully described in the
Statement of Insurance printed hereon.
17.
The registered owner agrees, in consideration of the issuance of
the Policy, that in the event that the Issuer does not make payments of
principal and interest when due on the Bond or Bonds covered by this Receipt,
the Custodian shall, as attorney-in-fact of said owner, make a claim for payment
under the Policy with respect to the Bond or Bonds covered by this Receipt. In
order to obtain payments under the Policy with respect to defaults by the Issuer
in the payment of interest on the Bonds, the Custodian shall execute and deliver
an appropriate instrument of assignment to Financial Guaranty of each
installment of interest on the Bonds to be paid by Financial Guaranty. In order
to obtain payments under the Policy with respect to defaults by the Issuer in
the payment of principal of the Bonds, the Custodian shall execute and deliver
an appropriate instrument of assignment to Financial Guaranty of each Bond, the
principal amount of which is to be paid by Financial Guaranty. Upon any such
payment by Financial Guaranty, Financial Guaranty shall become the owner of the
Bond or Bonds, appurtenant coupon(s) or right to payment of principal or
interest on such Bond or Bonds so paid and the registered owner hereof shall
have no further rights with respect to any Bond or Bonds or portion thereof so
paid.
Upon any default by Financial Guaranty in the payment of any
amounts due under the Policy, the registered owner of this Receipt shall have
the right to proceed directly and individually against Financial Guaranty or the
Issuer in whatever manner said registered owner deems appropriate and is not
required to act in concert with other holders of Receipts or of Bonds with
affixed Statements of Insurance or with the Custodian. The Custodian is not
authorized to assert the rights and privileges of holders of Receipts or of
Bonds with affixed Statements of Insurance.
This receipt may be exchanged, at the option of the registered
owner hereof, for one or more Receipts evidencing ownership of an equal
aggregate principal amount of Bonds covered by this Receipt in any Authorized
Denomination at the principal office of the Custodian in New York, New York,
upon payment of any tax or other governmental charge levied for such exchange;
provided, however, that without the consent of the Custodian no Receipt will be
issued in a denomination less than $5,000.
Ownership of this Receipt is transferable on the transfer books of
the Custodian maintained for registration of transfer, by the registered owner
hereof or his duly authorized attorney, upon surrender of this Receipt together
with the Assignment contained hereon properly endorsed; provided, however, in
the case of a Book-Entry Bond or Bonds that the transferee must be an Authorized
Depository. Upon surrender for registration of transfer of this Receipt at the
corporate trust and agency office of the Custodian in New York, New York, the
Custodian shall execute and deliver, in the name of the transferee or
transferees, one or more Receipts, as the case may be, evidencing ownership of a
principal amount of Bonds of any Authorized Denomination or Denominations equal
in aggregate principal amount to the principal amount of Bonds the ownership of
which is evidenced hereby. No service charge to the registered owner hereof
shall be made by the Custodian for any registration of transfer of this Receipt,
but the Custodian may require payment of a sum sufficient to cover any tax or
governmental Charge that may be imposed in connection with any such registration
of transfer.
18.
In the event that this Receipt is mutilated or lost, and there is
delivered to the Custodian such security or indemnity as may be required by the
Custodian to save it harmless, then upon surrender of such mutilated Receipt to
the Custodian for Cancellation, or receipt by the Custodian of evidence
satisfactory to it that such Receipt has been destroyed, lost or stolen (in the
absence of notice to the Custodian that such Receipt has been acquired by a bona
fide purchaser), the Custodian shall execute and deliver a new Receipt of like
tenor and principal amount to the Receipt which has been mutilated, destroyed,
lost or stolen. Upon the issuance of a new Receipt in accordance with this
paragraph, the Custodian may require the payment of a sum sufficient to cover
anv tax or governmental charge that may be imposed in connection with the
issuance of a replacement Receipt.
Except in the case of Receipts issued with respect to Book-Entry
Bonds, the registered owner hereof, at his option, is entitled to obtain
delivery of the Bond or Bonds covered by this Receipt. Such delivery is not
required for receipt by the registered owner hereof of payments of principal and
interest on the Bonds. However, upon request to the Custodian, the Custodian
shall obtain said Bond or Bonds for the registered owner hereof, in any form
issued and which said registered owner shall request, which shall be delivered
to the registered owner hereof upon surrender at the corporate trust and agency
office of the Custodian of this Receipt, on behalf of the registered owner by a
commercial bank or trust company or other financial institution, or by a member
of the New York Stock Exchange, Inc. (an "Authorized Intermediary"), together
with the Acknowledgment of Delivery of Bonds contained hereon properly endorsed,
accompanied by a written order of the registered owner hereof directing the
Custodian to cause the Bond or Bonds to be delivered to an Authorized
Intermediary on behalf of such registered owner, The registered owner shall be
required to pay the Custodian a fee equal to the sum of (a) $195 plus (b) $35
for each Bond certificate delivered in excess of one, or such lesser amount as
shall be specified by the Custodian, for such delivery, in addition to any tax
or governmental charge levied in connection therewith. In addition, if the
registered owner shall have obtained such delivery, the Custodian shall no
longer obtain payments of principal or interest on the Bonds from the Issuer on
behalf of the registered owner other than payments which were accrued and unpaid
to the registered owner at the time of delivery of said Bonds and are
subsequently received by the Custodian. The Custodian shall not be required to
obtain the delivery of any Bond or Bonds covered by this Receipt between the
record date for such Bond or Bonds and the related interest payment date or
during any period in which a registrar of such Bond or Bonds is not obligated to
register the transfer of or exchange of such Bond or Bonds.
Each Bond delivered to the registered owner hereof in accordance
with the preceding paragraph shall have affixed to it by the Custodian prior to
such delivery a Statement of Insurance as evidence that such Bond is insured
under the Policy and setting forth the bond number and designation of such Bond
and naming such registered owner as the insurance beneficiary. Said owner is
hereby notified that as a condition to the maintenance of the coverage provided
by the Policy with respect to said Bond or Bonds, said owner shall be required
to surrender such Bond or Bonds to an Authorized Intermediary for delivery to
the Custodian in order to record any subsequent transfer of said Bond or Bonds
on the books maintained by the Custodian for Bonds which are not held by the
Custodian, notwithstanding that said Bond or Bonds may at the time be in bearer
form. In addition, in the event that any such Bond or Bonds is at the time held
in registered form (whether registered as to principal and interest or as to
principal alone),
19.
other than registered to bearer, in order to maintain the coverage provided by
the Policy with respect to such Bond, it shall be necessary for any exchange or
transfer of such Bond to deliver said Bond to an Authorized Intermediary for
delivery to the Custodian with the Statement of Insurance affixed, and the
Custodian shall remove and cancel the Statement of insurance affixed to said
Bond and shall deliver such Bond to the registrar therefor and shall obtain the
new Bond or Bonds requested by the owner registered in accordance with such
owner's instructions. Prior to delivering said Bond or Bonds to an Authorized
Intermediary on behalf of the owner or owners thereof, the Custodian shall affix
to each Bond a new Statement of Insurance setting forth the bond number and
designation of the Bond and the name of the insurance beneficiary, which, in the
case of a transfer, shall be the new owner of said Bond. Any owner causing
delivery of a Bond to the Custodian in connection with any exchange or transfer
thereof shall be required to pay the Custodian a fee of $35 for each Bond
certificate redelivered by the Custodian, or such lesser amount as the Custodian
shall specify, in addition to anv tax or governmental charge levied in
connection therewith and any charge levied by the Issuer or the registrar of
said Bond.
The owner of any Bond to which a Statement of Insurance is
attached may provide for the redeposit of said Bond with the Custodian through
an Authorized Intermediary in exchange for a Receipt issued in the name of said
owner fir said Bond. Such Receipt will be issued by the Custodian upon surrender
at the corporate trust and agency office of the Custodian of said Bond, together
with an assignment of said Bond to the Custodian in form satisfactory to the
Custodian executed by said owner with the signature thereof guaranteed by an
Authorized Intermediary. Said Bond and assignment shall be accompanied by a
written order of said owner directing the Custodian to cause the Receipt to be
delivered to an Authorized Intermediary. The owner of said Bond shall be
required to pay any tax or governmental charge levied in connection with the
transfer of said Bond or issuance of said Receipt therefor and any other
expenses connected therewith.
The Custodian may treat the person in whose name this Receipt is
registered as the owner hereof for the purpose of receiving payments of
principal and interest on the Bond or Bonds covered hereby and shall treat the
party in whose name this Receipt is registered as the party entitled to receive
payments of claims under the Policy with respect to the Bond or Bonds covered
hereby. The Custodian shall treat the party named as the insurance beneficiary
in any Statement of Insurance affixed to a Bond not held by the Custodian as the
party entitled to payments of claims under the Policy with respect to such Bond.
The Custodian assumes no obligation nor shall it be subject to any
liability to the registered owner of this Receipt other than it agrees to use
its best judgment and good faith in the performance of the duties specifically
set forth herein.
The Custodian shall at all times be a bank or trust company
organized and doing business under the laws of the United States of America or
the State of New York, authorized to act as Custodian, having a combined capital
and surplus of at least $25,000,000, subject to examination by Federal or State
authority and having an office or an agent for acceptance and delivery of Bonds
and Receipts in the Borough of Manhattan, City and State of New York.
20.
The Custodian may resign at any time and shall resign if it shall
cease to meet the requirements of the preceding paragraph and Financial Guaranty
shall thereupon appoint a successor Custodian. Notice of anv such resignation
and the appointment of a successor Custodian shall be mailed to the address of
the registered owner of this Receipt set forth on the books of the Custodian.
This Receipt shall not be valid or become obligatory for any
purpose unless and until duly executed by the Custodian.
The terms and provisions of this Receipt will be governed by the
laws of the State of New York.
21.
STATEMENT OF INSURANCE
Financial Guaranty Insurance Company ("Financial Guaranty") has issued a policy
containing the following provisions with respect to the Bonds designated in this
Receipt, such policy being on file at the corporate trust and agency office of
Custodian:
Financial Guaranty hereby unconditionally and irrevocably
agrees to pay for disbursement to the Custodian that portion of
the principal of and interest on the Bonds which is then due for
payment and which the issuer of the Bonds (the "Issuer") shall
have failed to provide to the paying agent therefor. Due for
payment means, with respect to the principal, the stated maturity
date thereof, or such earlier date on which the same shall have
been called for mandatory sinking fund redemption or mandatory
redemption as a result of a determination of taxability of the
interest on the Bonds in accordance with the bond documents, but
not any earlier date on which the payment of principal on the
Bonds is due by reason of acceleration or otherwise, and with
respect to interest, the stated date for payment of such interest.
Upon receipt of telephonic or telegraphic notice
subsequently confirmed in writing, or written notice by registered
or certified mail, from the Custodian to Financial Guaranty that
the required payment of principal or interest has not been made by
the Issuer to the Custodian, Financial Guarantv on the due date of
such payment or within one business day after receipt of notice of
such nonpayment, whichever is later, will make a deposit of funds,
in an account with Citibank, N.A. or its successor, as its agent
(the "Fiscal Agent") sufficient to make the portion of such
payment not paid by the Issuer. Upon presentation to the Fiscal
Agent of evidence satisfactory to it of the Custodian's right to
receive such payment and any appropriate instruments of assignment
required to vest all of such Custodian's right and the rights of
the registered owner of the Transferable custodial Receipt for
Insured Bonds to such payment in Financial Guaranty, the Fiscal
Agent will disburse such amount to the Custodian.
The policy does not provide for any payment to the Custodian
on behalf of a registered owner of the Transferable Custodial
Receipt for Insured Bonds is such owner is the Issuer.
The policy is noncancelable for any reason.
Financial Guaranty Insurance Company
22.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer unto
................................................................................
(Name, Address and Taxpayer Identification Number of Assignee)
all its right, title and interest in and to the within Receipt and hereby
irrevocably constitutes and appoints attorney to transfer the within
Receipt on the books kept for the registration thereof, with full power of
substitution in the premises.
Dated: ....................
Signature(s) Guaranteed:
Notice: The signature on
this assignment must
correspond with the name as
written upon the face of
this Receipt, in every
particular, without
alteration or enlargement or
any change whatsoever.
------------------------
THE FOLLOWING ACKNOWLEDGMENT IS REQUIRED FOR ALL BONDS OTHER
THAN BONDS ORIGINALLY ISSUED IN BOOK-ENTRY FORM ONLY.
ACKNOWLEDGMENT OF DELIVERY OF BONDS
The undersigned registered owner of the within Receipt acknowledges
deliverv of all Bonds covered by this Receipt.
Dated: ....................
Signature(s) Guaranteed:
Notice: The signature on
this assignment must
correspond with the name as
written upon the face of
this Receipt, in every
particular, without
alteration or enlargement or
any change whatsoever.
23.
APPENDIX II
THE STATEMENT OF INSURANCE DELIVERED WITH
INSURED BONDS WITHDRAWN FROM CUSTODY IF PURSUANT
TO SECTION 7 OF ARTICLE 11 OF THIS AGREEMENT
WILL BE IN SUBSTANTIALLY THE FOLLOWING FORM:
[To be Affixed to Bonds Not Held by the Custodian]
STATEMENT OF INSURANCE
FINANCIAL GUARANTY INSURANCE COMPANY ("Financial Guaranty") has
issued a policy containing the following provisions with respect to the Bond to
which this Statement is attached, such policy being on file at the corporate
trust and agency office of Security Pacific National Trust Company (New York),
as Custodian:
Financial Guaranty hereby unconditionally and irrevocably agrees
to pay for disbursement to the Custodian that portion of the principal of and
interest on the Bond which is then due for payment and which the issuer of the
Bond (the "Issuer") shall have failed to provide to the paying agent for the
Bond. Due for payment means, with respect to the principal, the stated maturity
date thereof, or such earlier date on which the same shall have been called for
mandatory sinking fund redemption or mandatory redemption as a result of a
determination of taxability of the interest on the Bonds in accordance with the
bond documents, but not any earlier date on which the payment of principal on
the Bonds is due by reason of acceleration or otherwise, and with respect to
interest, the stated date for payment of such interest.
Upon receipt of telephonic or telegraphic notice, subsequently
confirmed in writing, or written notice by registered or certified mail, from
the Custodian to Financial Guaranty that the required payment of principal or
interest has not been made by the Issuer to the Custodian, Financial Guaranty on
the due date of such payment or within one business day after receipt of notice
of such nonpayment, whichever is later, will make a deposit of funds, in account
with Citibank, N.A., or its successor, as its agent (the "Fiscal Agent"),
sufficient to make the portion of such payment not paid by the Issuer. Upon
presentation to the Fiscal Agent of evidence satisfactory to it of the
Custodian's right to receive such payment and any appropriate instruments of
assignment required to vest all of such Custodian's right to receive such
payment and any appropriate instruments of assignment required to vest all of
such Custodian's rights and the rights of the registered owner of the Custodial
Receipt for Insured Bonds to such payment in Financial Guaranty, the Fiscal
Agent will disburse such amount to the Custodian.
The policy is noncancelable for any reason; provided, however,
that in order to maintain the policy in effect with respect to the Bond attached
hereto the following procedures must be observed:
7. If the Bond attached hereto is in bearer form or
registered as to bearer, the owner must, prior to the transfer of
the Bond to a new owner, tender the Bond with this Statement of
Insurance attached through a commercial bank or trust company or
other financial institution, or a member of the New York Stock
Exchange, Inc. (an "Authorized Intermediary") to the Custodian who
will remove this Statement of
24.
Insurance and affix a new Statement of Insurance with the name of
the new owner listed as the Insurance beneficiary.
8. If the Bond attached hereto is in registered form
(Whether registers d as to principal and interest or as to
principal alone), the owner must, prior to the transfer of the
Bond to a new owner, or the exchange of the Bond for Bond or Bonds
of other authorized denominations, deliver the Bond with this
Statement of Insurance, deliver the Bond to the registrar
therefore and obtain the new Bond or Bonds requested by the owner
registered in accordance with such owner's instructions. The
Custodian shall affix to each Bond so obtained a new Statement of
Insurance setting forth the bond number and designation and name
of the insurance beneficiary thereof and shall provide for the
delivery of said Bond to the owner thereof and shall provide for
the delivery of said Bond to the owner thereof through the
Authorized Intermediary designated by the owner.
The Custodian shall charge a fee for the services performed by it
pursuant to the preceding two paragraphs which shall by $35 for each Bond
certificate redelivered by the Custodian, or such lesser amount as the Custodian
shall specify. In addition, the owner of the Bond attached hereto shall be
required to pay any tax or governmental charge levied in connection therewith
and any charge levied by the issuer or registrar of the Bond attached hereto.
The owner of the Bond to which this Statement of Insurance is
attached may provide for the redeposit through an Authorized Intermediary of
this Bond in custody with the Custodian, who will issue a Receipt to the
Authorized Intermediary designated by the owner of the Bond for delivery to said
owner. Thereafter, the Custodian will collect all payments of principal,
interest and premium, if any made on the Bond and remit the same to the
registered owner of the Receipt within one business day following receipt of any
such payment by the Custodian and shall file claims on behalf of the owner for
payment under the policy with respect to the Bond upon any nonpayment by the
Issuer. Ownership of the Receipt so issued is transferable on the books of the
Custodian maintained for registration of transfer and no service charge shall be
made by the Custodian for any such registration of transfer, the owner being
obligated solely to pay a sum sufficient to cover any tax or governmental charge
imposed in connection therewith.
REMOVAL OF THIS STATEMENT OF INSURANCE OR EVIDENCE OF TAMPERING
WITH THE NAME OF THE INSURANCE BENEFICIARY, THE BOND DESIGNATION
OR THE BOND NUMBER MAY RESULT IN THE LOSS OF THE COVERAGE
PROVIDED WITH RESPECT TO THE BOND ATTACHED HERETO.
FINANCIAL GUARANTY INSURANCE COMPANY
Bond Designation .....................
....................................... .................
(Name of Insurance Beneficiary) (Bond Number)
25.
