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<br />THE <br />BANKOF <br />NEW <br />YORK <br /> <br />CUSTODY AGREEMENT <br />(U.s. Securities) <br /> <br />AGREEMENT, dated as of between <br />Bank of New York Trust Company, National Association ("Custodian"). <br /> <br />("Customer") and The <br /> <br />ARTICLE I <br />DEFINITIONS <br /> <br />Whenever used in this Agreement, the following words shall have the meanings set forth below: <br /> <br />1. "Authorized Person" shall be any person, whether or not an officer or employee of Customer, duly authorized by <br />Customer to give Oral andlor Written Instructions on behalf of Customer, such persons to be designated in a Certificate of Authorized <br />Persons which contains a specimen signature of such person. <br /> <br />2. "BNY Affiliate" shall mean any office, branch or subsidiary of The Bank of New York Company, Inc. <br /> <br />3. "Book-Entry System" shall mean the Federal Reserve/Treasury book-entry system for receiving and delivering <br />securities, its successors and nominees. <br /> <br />4. <br />business. <br /> <br />"Business Day" shall mean any day on which Custodian, Book-Entry System and relevant Depositories are open for <br /> <br />5. "Depository" shall include the Depository Trust Company, the Participants Trust Company and any other securities <br />depository or clearing agency (and their respective successors and nominees) registered with the Securities and Exchange Commission <br />or otherwise authorized to act as a securities depository or clearing agency. <br /> <br />6. "Oral Instructions" shall mean instructions received verbally by Custodian. <br /> <br />7. "U.S. Securities" shall include, without limitation, common stock and other equity securities, bonds, debentures and <br />other debt securities, notes, mortgages or other obligations, and any instruments representing rights to receive, purchase, or subscribe <br />for the same, or representing any other rights or interests therein (whether represented by a certificate or held in the Book-Entry <br />System, a Depository or on the books of the issuer). <br /> <br />8. "Written Instructions" shall mean written communications actually received by Custodian by S.W.I.F.T., tested <br />telex, letter, facsimile transmission, or other method or system specified by Custodian as available for use in cOlUlection with the <br />services hereunder. <br /> <br />ARTICLE II <br />APPOINTMENT OF CUSTODIAN; ACCOUNTS; <br />REPRESENTATIONS AND WARRANTIES <br /> <br />1. Customer hereby appoints Custodian as custodian of all U.S. Securities and cash at any time delivered to Custodian <br />during the term of this Agreement, and authorizes Custodian to hold U.S. Securities in registered form in its name or the name of its <br />nominees. Custodian hereby accepts such appointment and agrees to establish and maintain one or more securities accounts and cash <br />accounts in the name of Customer (collectively, the "Account") in which it will hold U.S. Securities and cash as provided herein. <br /> <br />2. Customer hereby represents and warrants, which representations and warranties shall be continuing and shall be <br />deemed to be reaffIrmed upon each Oral or Written Instruction given by Customer, that: <br /> <br />F-4- <br />