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CUSTODIAL SERVICES AGREEMENT
This CUSTODIAL SERVICES AGREEMENT ("Agreement") is entered into as of this _____ day of _____________ , by and
between _________________________________________________________________("Depositor"), with its principal office at
______________________________________,and _______________________________________("Institution"), with its principal
office at _____________________________________, and ________________________________________("Custodian"), with its
principal office at _________________________________________.
W I T N E S S E T H
WHEREAS, the Depositor has agreed to deposit funds with the Institution pursuant to the terms and provisions of that
certain Security Agreement for Funds Held in Deposit ("Security Agreement") by and between the Depositor and the Institution
dated as of __________________________ ; and
WHEREAS, pursuant to the terms and provisions of the Security Agreement, the Institution has agreed to assign, transfer,
pledge and convey to the Depositor a perfected security interest in certain eligible securities owned by the Institution (the
"Collateral"); and
WHEREAS, in order to perfect the Depositor's security interest in the Collateral, the Custodian, as agent for the
Depositor, will accept from the Institution, take possession of and hold such Collateral solely for the benefit of the Depositor.
NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the parties do hereby agree
as follows:
1. The Custodian hereby agrees to serve as the Depositor's custodian and depositary pursuant to the terms of this
Agreement.
2. The Custodian shall accept and retain as Custodian solely for the benefit of the Depositor all securities tendered by the
Institution as Collateral for its obligations under the Security Agreement. For the purposes of this Agreement, the term "securities"
shall have the same meaning as set forth in the Security Agreement. Upon receipt of Collateral from the Institution for the benefit
of the Depositor, the Custodian shall issue a receipt to the Institution evidencing Custodian's receipt of the Collateral.
3. The Custodian shall identify on its books and records as being pledged to the Depositor specific securities or a quantity of
specific securities received by it for, or for the account of, the Depositor. The Custodian shall have no power or authority to transfer,
assign, hypothecate, pledge or otherwise dispose of any such securities, except pursuant to instructions from the Depositor and
pursuant to the terms of this Agreement.
4. The Custodian shall, on the first business day following receipt by the Custodian of prior written notice, allow the
Institution to withdraw any of the securities constituting the Collateral, if the Institution shall simultaneously deliver to the
Custodian as additional Collateral securities of the same type and having at least the same market value as the securities withdrawn.
5. The Custodian is hereby authorized and directed to promptly distribute to the Institution any prepayments of principal
from mortgage-backed securities and all income received by the Custodian on any of the securities constituting the Collateral.
6. Except as specifically provided in the foregoing paragraphs 5 and 6, the Custodian will not release or transfer to the
Institution any securities constituting the Collateral without prior written instructions from the Depositor.
7. The Custodian agrees to provide to the Depositor a monthly statement of holdings reflecting the securities pledged by the
Institution. In addition, the Institution agrees to provide to the Custodian current market price valuations of the securities
constituting the Collateral, as may be required or requested by the Depositor.
8. In the absence of bad faith on the part of the Custodian, the Custodian shall be permitted to rely upon the authenticity of,
and the truth of the statements and the accuracy of the opinions expressed in, and will be protected in acting upon, any document
believed by the Custodian to be genuine and to have been signed, affixed or presented by the proper party or parties. The Custodian
shall not be liable with respect to any action taken or omitted to be taken by it in accordance with any instruction or request of the
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Depositor. In addition, the Custodian shall not be liable for any error of judgment made in good faith by an officer of this Custodian,
unless it shall be proved that the Custodian was grossly negligent in ascertaining the pertinent facts. In the event the Custodian
receives substantially contemporaneously contrary written instructions from the Depositor and the Institution, then the Custodian
may, at its election and without liability to either the Depositor or the Institution, interplead the securities constituting the Collateral
in a court of competent jurisdiction, and the Depositor's and the Institution's sole recourse shall be against each other and the
securities constituting the Collateral so interpled.
9. This Agreement may be amended at any time by written agreement between the Depositor and the Custodian, with prior
written notice to the Institution.
10. This Agreement shall be subject to and construed in accordance with the laws of the State of Arkansas.
11. This Agreement may be simultaneously executed in two or more counterparts, each of which shall be deemed to be an
original.
12. Notices and other writings shall be delivered or mailed postage prepaid to the parties at the addresses set forth on the
signature page hereof.
13. This Agreement may be terminated by any party hereto by giving 30 days prior written notice to the other parties.
IN WITNESS WHEREOF, the parties hereto, each acting through its respective duly authorized representative, have caused
this Agreement to be signed in their name and delivered as of the date first above written.
DEPOSITOR:
_______________________________________
Address for Notices:
________________________________________
Signature
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CUSTODIAN:
______________________________________
Address for Notices:
______________________________________
By:
______________________________________
Title:
INSTITUTION:
______________________________________
Address for Notices:
______________________________________
By:
______________________________________
Title: