MBIA Inca CUSTODIAL AGREEMENT

Transcription

1 Feb :31p PAC p.1 MBIA Inca CUSTODIAL AGREEMENT This CUSTODIAL AGREEMENT dated as of February 16, 2000 is made and entered into by and among MBIA Inc. ("INC"), The Bank of New York, as escrow agent (the "Escrow Agent") and Norwest Bank Minnesota, N.A., as collateral agent for the Escrow Agent (the "Custodian"). WHEREAS, INC and the Escrow Agent have entered into a Collateralized Fixed Draw Investment Agreement (the "Investment Agreement"), pursuant to which INC has agreed to accept the Amounts Invested (as hereinafter defined) and to pay interest on and to repay the principal of the Amounts Invested, all in accordance with the Investment Agreement; WHEREAS, MBIA Insurance Corporation (in its capacity as insurer of the Bonds (as hereinafter defined), the "Bond Insurer") issued its financial guaranty insurance policy (the "Bond Insurance Policy") guaranteeing payment of principal and interest on the Bonds as the same become due; WHEREAS, the payment obligations of INC under the Investment Agreement are insured by MBIA Insurance Corporation (the "Insurer") pursuant to its financial guaranty insurance policy (the "Policy"); and WHEREAS, INC, the Escrow Agent and the Custodian are entering into this Agreement for the purpose of securing the obligations of INC under the Investment Agreement; NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained herein, the parties hereto agree as follows: ARTICLE I. DEFINITIONS As used herein, the following terms have the following meanings: "Accreted Value" has the meaning given that term in the Investment Agreement.

2 Feb :31p PAC p.2 "Additional Collateral Requirement" means (i) if the Collateral consists of Securities an amount equal to 105% of all Accreted Value or (ii) if cash, 100% of all Accreted Value. "Agreement" means this Custodial Agent and the Custodian. "Amounts Invested" has the meaning given that term in the Investment Agreement. "Bonds" has the meaning given that term in the Investment Agreement. "Business Day" means any day which is not a Saturday or Sunday or a day on which commercial banks in the State of New York, the Escrow Agent or the Custodian are authorized or required by law to be closed. "Collateral" means cash and Securities. "Collateral Account" means, with respect to the Fund, the collateral account maintained by the Custodian for the benefit of the Escrow Agent. "Collateral Requirement" means (i) if the Collateral consists of Securities, an amount equal to 103% of all Accreted Value or (ii) if cash, 100% of all Accreted Value. "Deliver" or "Delivered' or "Delivery," as applied to both the Custodian and INC, (i) in the case of Securities the ownership of which is transferred by possession of a physical certificate, means physical delivery of Securities, free and clear of all liens, claims and interests to the Custodian, for deposit by the Custodian in the Collateral Account or INC's Account, as the case may be, in suitable form for delivery and transfer, accompanied by duly executed instruments of transfer or assignment in blank and accompanied by any required transfer tax stamps; (ii) in the case of Securities the ownership of which is recorded in book-entry form by The Depository Trust Company, Participant's Trust Company or any other clearing corporation within the meaning of Section of the UCC, means the crediting of the Securities free and clear of all liens, claims and interests to a securities account of the Custodian, for credit by the Custodian in the Collateral Account or INC's Account, as the case may be; or (iii) in the case of Securities the ownership of which is recorded in book-entry form by The Federal Reserve Bank of New York, means the crediting of Securities, free and clear of all liens, claims and interests to a participant's securities account of the Custodian maintained by the Custodian with The Federal Reserve Bank of New York, for deposit by the Custodian in the Collateral Account or INC's Account, as the case may be, and in the case of (i), (ii) and (iii), each in accordance with applicable laws and regulations, including, without limitation, the UCC and regulations of the United States Government, the Government National Mortgage Association ("GNMA"), the Federal National Mortgage Association ("FNMA') or the Federal Horne Loan Mortgage Corporation ("FHLMC"). 2

3 Feb :31p PAC P 3 "Event of Default" shall have the meaning set forth in the Investment Agreement. "Fund" has the meaning given that term in the Investment Agreement. "INC's Account" means any account in which Securities are held by the Custodian on behalf of INC. "Investment Date" has the meaning given to that term in the Investment Agreement. "Market Value" means, with respect to the Collateral, the amount determined in the manner set forth below: (i) with respect to Securities constituting Collateral, the closing bid price for such Securities as quoted by Interactive Data Systems, Inc. or another nationally recognized pricing service, plus accrued interest, provided that, if the requisite quotes are not available as aforementioned or if either party reasonably disputes such quotes, the other party will attempt to agree with any revisions. If, however, an agreement cannot be reached, each party may submit a list of closing bid prices as of such Valuation Date quoted by a nationally recognized dealer (not affiliated with either party) in such Securities, in which case the Market Value shall be the arithmetic mean of the closing bid prices submitted by the parties, and (ii) with respect to cash and cash proceeds of Collateral, the amount thereof. "Moody's" means Moody's Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns. "S&P" means Standard & Poor's Ratings Services, a Division of The McGraw Hill Companies, Inc., its successors and their assigns. "Securities" means (i) securities issued or guaranteed by the United States Government, (ii) corporate bonds, non-mbia insured municipal securities or securities issued or guaranteed by agencies of the Moodys and A- by S&P and (iii) such other securities as INC and the Escrow Agent may agree to in writing. "State" means the State of New York. "Uniform Commercial Code or UCC" means the Uniform Commercial Code as adopted in the State of New York, N.Y et seq., and the Uniform Commercial Code as adopted in any other state to the extent applicable to the transfers of in Article g or Article 9 of the UCC are used herein as defined therein.

4 Feb :32p PAC p.4 "Valuation Date" means, with respect to any price referred to in the definition of "Market Value," (i) the Investment Date; and (ii) by the second Tuesday of each month ARTICLE 2. APPOINTMENT OF CUSTODIAN 2.1 Appointment of Custodian. The Escrow Agent hereby appoints the Custodian as collateral agent with respect to any Collateral Delivered to the Custodian for the purposes set forth in this Agreement. The Custodian shall hold the Collateral Account and the Collateral therein for the purpose of perfecting the Escrow Agent's security interest in the Collateral and shall dispose of the Collateral only in accordance with the terms and conditions of this Agreement; provided, however, that except for the performance of its duties hereunder, the Custodian shall have no responsibility with respect to the validity or the perfection of the security interest. INC agrees to pay all reasonable fees and expenses of the Custodian in accordance with the fee schedule separately agreed upon between INC and the Custodian, as such schedule may be modified from time to time upon agreement between INC and the Custodian. 2.2 Acceptance of Appointment and Establishment of Account. The Custodian hereby accepts appointment as collateral agent and agrees to establish and maintain the Collateral Account in the name of the Escrow Agent and to hold therein the Collateral as provided hereunder as a financial intermediary and securities intermediary, as the case may be, for the Escrow Agent, as entitlement holder.. The parties hereto recognize that the Custodian will also act on instructions of, and be paid by, INC pursuant to the terms hereof; however, such actions shall not and are not intended to conflict with the Custodian's obligations to act in such case as the Escrow Agent's agent hereunder and acts of the Custodian on the instructions of INC do not imply that the Custodian is acting other than as agent for the Escrow Agent with respect to Collateral held in the Collateral Account. Notwithstanding anything to the contrary herein, the Custodian is authorized by INC and the Escrow Agent to rely (without further consent of INC) upon the Escrow Agent's entitlement orders and other instructions given in accordance with the terms and conditions of this Agreement regarding disposition of Collateral. 4

5 Feb :33p PAC P 2.3 Delivery of Collateral. INC shall Deliver to the Custodian, on the Investment Date, Collateral with a Market Value equal to the Collateral Requirement. The Escrow Agent and INC agree that the Custodian act as a "financial intermediary" and as a "securities intermediary," as the case may be, with respect to the transfers of Collateral hereunder and that each transfer of Securities effected by the Custodian hereunder shall be a "transfer" and a "delivery" of a security or a security entitlement as provided in Section 8-313, or or of the UCC, as the case may be, and the Custodian shall accept such transfer of Collateral hereunder for the account of of the UCC_ ARTICLE 3. PLEDGE OF COLLATERAL; INITIAL DELIVERY 3.1 Pledge of Collateral. As security for the prompt and complete repayment when due of the Amounts Invested in accordance with the terms and conditions of the Investment Agreement, INC hereby grants to the Escrow Agent a security interest in (i) the Collateral which has been Delivered to the Custodian, for the benefit of the Escrow Agent, (ii) all additions to and substitutions for such Collateral and (iii) all proceeds and collections derived from or in connection with such Collateral. 3.2 Required Collateral. (a) On each Valuation Date, the Custodian will determine the Market Value of the Collateral. The Custodian will promptly provide written notice to INC and the Escrow Agent if the Market Value of the Collateral is less than the Collateral Requirement. If the Market Value of the Collateral is less than the Collateral Requirement, INC shall, within I Business Day of such notice of determination, Deliver additional Collateral in an amount such that the amount of Collateral then held by the Custodian has a Market Value which is equal to the Collateral Requirement. If the Market Value of the Collateral held by the Custodian for the benefit of the Escrow Agent on any Business Day is greater than the Collateral Requirement, the Escrow Agent hereby instructs the Custodian, unless an Event of Default has occurred and shall be continuing, to Deliver to INC within l Business Day of receipt of a request by INC Collateral having a Market Value equal to the excess of the Market Value of the Collateral then held by the Custodian over the Collateral Requirement. 5

6 Feb :34p PAC p.6 (b) The Custodian shall be under no duty or obligation to effect collection of additional collateral if the valuation statement reflects an under-collateralization of the investment. The Custodian will provide notice to the Escrow Agent and INC of any collateral deficiencies but it is the sole responsibility of INC to initiate delivery of additional Collateral. (c) The valuation of the Collateral will be valued against the most current principal balance available plus accrued income from the last investment statement received by the Custodian from INC. If monthly investment statements are not received from INC, the valuation will be performed based on the most current information available to the Custodian. The Custodian is not responsible for any inaccuracies in the valuation statement due to the lack of investment balance information; provided however, that the Custodian shall notify INC by each month if a statement has not been received. (d) Notification by facsimile Transactions under the Agreement is the sole responsibility of the Escrow Agent. The Custodian is not responsible for any inaccuracies in the valuation statement due to the failure of proper notification of Withdrawals from the Agreement. (e) INC may, and the Escrow Agent hereby instructs the Custodian to permit INC, on any Business Day, to substitute for all or part of the Collateral provided that (i) no Event of Default shall have occurred and be continuing and (ii) the Market Value of such substituted Collateral is at least equal to that of the Collateral for which it is being substituted. The Custodian shall not be under any duty or obligation to ensure that the substituted Collateral complies with the definition of Collateral. (f) Upon any Delivery of Collateral hereunder, the Custodian shall credit such Collateral to the Collateral Account and identify the Collateral as being held by the Custodian for the benefit of the Escrow Agent. Further, the Custodian shall deliver to the Escrow Agent upon receipt of the Collateral a confirmation identifying the Collateral by type, amount, maturity and other relevant information. The Custodian shall provide INC with weekly statements with respect to the Collateral held by the Custodian identifying the Collateral by CUSIP, type, amount, maturity, and other relevant information. 6

7 Feb :35p PAC P 3.3 Rights with Respect to Collateral. Whenever any Event of Default shall have occurred, the Escrow Agent may take one or both of the following remedial steps: (i) To the extent INC and the Insurer have failed to make a payment when due under the Investment Agreement whether upon acceleration or otherwise, the Escrow Agent may collect or otherwise convert into money for application the whole or any part of the Collateral, and sell, assign and deliver the whole or any part of such Collateral, at public or private sale, in such manner and upon such terms and conditions as it deems reasonable. (ii) Take whatever other action at law or equity may appear necessary or desirable to the Escrow Agent to enforce the covenants of INC hereunder or under the Investment Agreement or to collect amounts due or to become due under the Investment Agreement. 3.4 Certain Rights of the Custodian. The Custodian may, on behalf of and upon written direction of the Escrow Agent, exercise all or any of the powers with respect to the Collateral as the Escrow Agent is permitted to exercise pursuant to Section 3,3 hereof. The Custodian shall give notice to INC of any action taken under this Section 3.4 on the day such action is taken. 3.5 Other Provisions Regarding the Collateral. (a) Further Assurances. INC covenants and agrees that it will at its expense and in such manner and form as the Escrow Agent may reasonably require, execute, deliver, file and record any financing statement, specific assignment or other paper and take any other action that may be necessary or desirable in order to create, preserve, perfect or validate any security interests granted or to enable the Custodian to exercise and enforce any rights under this Agreement with respect to any of the Collateral. (b) Notice of Actions. INC will give notice to the Custodian and the Escrow Agent of, and defend the Collateral against, any suit, action or proceeding against the Collateral or which could adversely affect the security interests granted hereunder. 7

8 Feb :40p PAC p.1 (c) Proceeds and Collections of the Collateral. The Custodian shall forward to INC all proceeds and collections derived from or in connection with the Collateral upon receipt of such proceeds. ARTICLE 4. TERMINATION This Agreement shall terminate simultaneously with the termination of the Investment Agreement. The Escrow Agent shall give written notice of any such termination to the Custodian and all Collateral then held by the Custodian hereunder shall be returned to INC. ARTICLE 5. REPRESENTATIONS AND WARRANTIES 5.1 Representations and Warranties of INC. INC represents and warrants to the Custodian and the Escrow Agent that: (i) it is duly authorized to enter into the Investment Agreement and this Agreement and the transactions contemplated thereby and hereby; (ii) the Investment Agreement and this Agreement constitute legal, valid and binding obligations of INC enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject as to enforceability to general principles of equity in a proceeding at law or in equity; and (iii) the execution, delivery and performance of the Investment Agreement and this Agreement by INC do not and will not result in a breach or violation of or cause a default under, or the creation or any lien or encumbrance on any of its properties (except pursuant to this Agrrecmcnt (under), its charter or by-laws or any provision of any agreement, instrument, judgment, injunction or order applicable to or binding upon INC or its assets. 5.2 Additional Representations and Warranties of INC. INC represents and warrants to the Escrow Agent and the Custodian that immediately prior to the Delivery of the Collateral to the Custodian, INC shall (i) be the owner of, and shall have good and marketable title to, or (fi) have such title as needed to assign, transfer and pledge and make subject to the lien of this Agreement, any Security Delivered or security entitlement transferred by it to the Custodian under this Agreement, free, clear and unencumbered by any lien or security interest. 8

9 Feb :40p PAC p Representations and Warranties of the Escrow Agent and the Custodian. Each of the Escrow Agent and the Custodian represents and warrants to INC that (i) it is duly authorized to enter into this Agreement and the transactions contemplated hereby; (ii) this Agreement constitutes a legal, valid and binding obligation of it enforceable against it in accordance with its terms subject to bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject as to enforceability to general principles of equity in a proceeding at law or in equity; and (iii) the execution, delivery and performance of this Agreement by it do not and will not result in a breach or violation of, or cause a default under, or the creation of any lien or encumbrance on any of its properties under, its charter or bylaws or any provision of any law, regulation, order, license, decree, judgment, indenture, contract or agreement binding upon it or its assets. 5_4 Additional Representations and Warranties of the Custodian. (a) Custodian is a bank or trust company which in the ordinary course of its business maintains security accounts for its customers and is acting in that capacity under this Agreement and it will maintain the Collateral Account as a custody account and shall administer the Collateral Account in the same manner it administers similar accounts established for the same purpose. (D) Custodian will maintain appropriate entries directly on its books to reflect that the Collateral is held by the Custodian in a custody account in the name and for the account of the Escrow Agent. (c) Custodian maintains a book-entry securities account with the Federal Reserve Bank of New York and each clearing corporation in which it holds Securities hereunder and any Securities the ownership of which is recorded in bookentry form by The Depository Trust Company, Participant's Trust Company or any other clearing corporation or recorded in book-entry form by The Federal Reserve Bank of New York and which are credited to the Collateral Account will be represented in accounts at the book-entry system maintained at the Federal Reserve Bank of New York and the appropriate clearing corporation in the name of the Custodian which include only assets held by the Custodian for customers, including, but not limited to, accounts in which the Custodian acts in a fiduciary or agency capacity. 9

10 Feb :40p PAC P.3 (d) The Escrow Agent's interest in the Collateral is identified on the Custodian's records, by book-entry or otherwise, the Custodian has not confirmed an interest in the Collateral to any person other than the Escrow Agent and INC, as the case may be, and the Custodian's records do not indicate any claim to the Collateral adverse to that of the Escrow Agent nor do they indicate any person other than the Escrow Agent having authority to issue entitlement orders with respect to the Securities or the Collateral Account. ARTICLE 6. LIMITATION ON INC's OBLIGATIONS Neither INC nor any of its directors, officers, employees or representatives shall be liable or responsible for: (i) the use or application by the Custodian of any Collateral received by the Custodian hereunder or (ii) the Escrow Agent's or Custodian's performance of their respective obligations under this Agreement. ARTICLE 7. THE CUSTODIAN 7.1 Obligations of Custodian. The Custodian shall have no obligation hereunder for costs, expenses, damages, liabilities or claims, including attomey's fees, which are sustained or incurred by reason of any action or inaction by any book-entry system or any clearing system not under the control of the Custodian. In no event shall the Custodian be liable to INC, the Escrow Agent or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. The Custodian may, with respect to questions of law, apply for and obtain the advice and opinion of counsel, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice or opinion. 7.2 Title of Collateral; Other Duties; Compensation. (a) Without limiting the generality of the foregoing, the Custodian shall be under no obligation to inquire into, and shall not be liable for the title, validity or genuineness of the issue of any Collateral, the legality of the purchase or sale thereof or the propriety of the amount paid or received therefor. (b) The Custodian shall be protected in and shall be entitled to rely on INC's representation that Collateral delivered or substituted is in compliance with the terms of this Agreement. 10

11 Feb :41p PAC p.4 (e) The Custodian shall not be under any duty or obligation to take action to effect collection of any amount if the Collateral upon which such amount is payable is in default, or if payment is refused after due demand or presentation, unless and until: (i) it shall be directed to take such action by INC or the Escrow Agent in accordance with the terms hereof or, upon the occurrence and continuance of an Event of Default, the Escrow Agent, and (ii) it shall be assured to its satisfaction of reimbursement of its costs and expenses in connection with any such action. (d) The Custodian shall not be under any duty or obligation to ascertain whether any Collateral at any time Delivered to or held by it hereunder are such as properly may be held by INC or the Escrow Agent or any entities for which either acts. (e) The Custodian shall be entitled to rely upon any certificate, written instruction or oral instruction received by the Custodian and reasonably believed by the Custodian to be duly authorized and delivered. INC and the Escrow Agent agree to forward to the Custodian written instructions confirming any and all oral instructions. Written instructions confirming oral instructions shall be forwarded in such manner so that such written instructions are received by the Custodian, whether by hand delivery, telecopier or other similar device, or otherwise, by the close of business of the same day that such oral instructions are given to the Custodian. INC and the Escrow Agent agree that the fact that such confirming written instructions are received by the Custodian shall in no way affect the validity of enforceability of the transactions previously authorized. (0 INC and the Escrow Agent, or their authorized representatives, shall have access to the Custodian's books and records maintained with respect to the Collateral during the Custodian's normal business hours. Upon the reasonable request of INC or the Escrow Agent, copies of any such books and records shall be provided by the Custodian to INC or the Escrow Agent or their authorized representatives, as the case may be, at the expense of such requesting party. 11

12 Feb :41p PAC P (g) The Custodian shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or, indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God, earthquakes, fires, floods, wars, civil or military disturbances, sabotage, epidemics, riots, interruptions, loss or malfunctions or utilities, transportation, computer (hardware or software) or communications service, accidents, labor disputes, acts of civil or military authority, governmental actions or inability to obtain labor, material, equipment or transportation. (h) The Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Custodian. 7.3 Resignation or Removal of Custodian. a) Subject to the further provisions of this Section 7.3, the Custodian may resign at any time as Custodian hereunder by its delivery to INC and the Escrow Agent of not less than 30 days' prior written notice of resignation. In addition, INC or the Escrow Agent may on 30 days' prior written notice to the other parties, remove the Custodian from its position as Custodian hereunder. Upon any such resignation or removal, INC and the Escrow Agent shall appoint a successor Custodian. (b) Upon acceptance by a qualified successor Custodian of its appointment hereunder, the Custodian shall Deliver to such successor all Collateral in its possession. ARTICLE 8. MISCELLANEOUS 8.1. Waiver and Amendment. No failure or delay on the part of INC, the Escrow Agent or the Custodian in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right or remedy preclude any other right or remedy. The rights and remedies of INC, the Escrow Agent or the Custodian hereunder are cumulative and are not exclusive of any rights or remedies provided by law or equity or in any other contract between such parties. No provision of this Agreement may be amended, waived, modified or terminated, except in writing duly signed by INC, the Escrow Agent and the Custodian. 12

13 Feb :42p PAC p Survival. All warranties, representations and obligations contained herein or in any of the instruments or documents delivered pursuant to this Agreement shall survive the delivery of any instruments or documents Successors and Assigns. This Agreement shall bind and the benefits hereof shall inure to the parties hereto and their respective successors and assigns. Notwithstanding the foregoing, this Agreement, and the obligations and rights arising out of this Agreement or any part hereof, shall not be sold, pledged or assigned or otherwise transferred by rnc, the Escrow Agent or the Custodian without the prior written consent of the other parties hereto, except to a successor trustee and the Bond Insurer; provided, however, that INC may transfer this Agreement in conjunction with transferring the Investment Agreement pursuant to Section 8.4 of the Investment Agreement, and the Custodian may assign this Agreement to BNY Trust Company of Missouri, a wholly owned subsidiary of the Bank of New York, if BNY Trust Company succeeds to the bank of New York as Escrow Agent Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed and interpreted in accordance with the laws of the State of New York and federal law or regulations applicable to the transfers of securities and securities entitlements therein or thereto Severability. In the event any provision of this Agreement is declared invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provisions hereof Counterparts. This Agreement may be executed in any number of copies and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrumen 13

14 Feb :43p PAC P 8.7. Integration of Terms. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto Descriptive Headings. The descriptive headings of the various articles and sections of this Agreement are inserted for convenience of reference only arid shall not be deemed to affect the meaning or construction of any of the provisions hereof Notices. All written notices, requests, demands and other communications hereunder shall be deemed to have been duly given or made when actually received and in the case of telex or telecopies, when sent All such communications shall be addressed to the attention of the person listed below, or to such other address or to the attention of such other person as such party shall have designated to the other parties hereto. If to INC: MBIA Inc. If to the Escrow Agent: do MBIA Investment Management Corp. 113 King Street Armonk, New York Attention: Marc D. Morris Telephone: Telecopy: The Bank of New York do BNY Trust Company of Missouri 911 Washington Avenue St. Louis, Missouri Attention: Mary Marler Telephone: Teleeopy:

15 Feb :44p PAC P If to the Custodian: Norwest Bank Minnesota, NA. Master Trust and Custody Midwest Plaza, West Tower 801 Nicollet Mall, Suite 700 MAC N Minneapolis, Minnesota Attention: Scott Rice Telephone: Telecopy: IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written. MBIA Inc. By: - / Vice/President 7 NORWEST BANK MINNESOTA, N.A., as Custodian By: Title: THE BANK OF NEW YORK as Escrow Agent By: Title: 15

16 Feb :44p PAC -. tv / Li-rtirti NU P. 2 If to the Custodian: Norwest Bank Minnesota, N.A. Master Trust and Custody Midwest Plaza, West Tower 801 Nicollet Mall, Suite 700 MAC N Minneapolis. Minnesota Attention: Scott Rice Telephone: 612 Telecooy: IN WITNESS WHEREOF. the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written, MBIA Inc. By; f estdent NORWEST BANK IvIlisINESOTA, NA, as Custocran By Title: THE BANK OF NEW YORK as Escrow Agent By: /5 Z 09LE T. 1981? ON/ES :e _r_s/ mii vigif welva

17 Feb :45p PAC p.10 If to the Custodian: Nomest Bank Minnesota, N.A. Master Trust and Custody Midwest Plaza, West Tower 801 Nicollet Mall, Suite 700 MAC N Minneapolis, Minnesota Attention: Scott Rice Telephone: Telecopy: IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written. MBIA Inc. By: Title: Vice President NORWEST BANK MrNNESOTA, N.A., as Custodian By: Title: THE BANK OF NEW YORK N a- Till g:. tizza,:2' ' L.:A 4 V.- V i U i