OXFORD FINANCE CORP
EXHIBIT 10.8
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>4
<FILENAME>w86335exv10w8.htm
<DESCRIPTION>EXHIBIT 10.8
<TEXT>
<HTML>
<HEAD>
<TITLE>exv10w8</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="right"><FONT size="2"><B>Exhibit&nbsp;10.8</B>
</FONT>

<P align="center"><FONT size="2"><B>CUSTODIAL AGREEMENT</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Custodial Agreement (this &#147;<U>Agreement</U>&#148;) dated as of May&nbsp;2, 2003
by and among Oxford Finance Corporation, a Maryland corporation
(&#147;<U>Oxford</U>&#148;), National City Bank (the &#147;<U>Bank</U>&#148;), and Riggs Bank,
N.A., as custodian of the various loan documents and pledged securities under
this Agreement (the &#147;<U>Custodian</U>&#148;).
</FONT>
<P align="center"><FONT size="2"><B>RECITALS</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, Oxford and Bank are parties to a Master Loan and Security
Agreement of even date herewith (as amended, restated, supplemented or
otherwise modified and in effect from time to time, the &#147;<U>Loan
Agreement</U>&#148;).
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, pursuant to the Loan Agreement, Oxford is obligated to deliver
and assign to the Bank certain original loan documents generated by Oxford in
the ordinary course of its business (such loan documents, including without
limitation promissory notes, security agreements, and certain pledged
securities, together with any other document or instrument delivered by Oxford
in connection therewith as required by the Loan Agreement, collectively
referred to as the &#147;<U>Loan Contracts</U>&#148;).
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the Bank desires the Custodian to take and maintain possession
of, and the Custodian is willing to hold on behalf of the Bank, the Loan
Contracts.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties hereto agree as follows
</FONT>
<P align="center"><FONT size="2"><B>ARTICLE I.<BR>
CUSTODY OF LOAN CONTRACTS</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.1 &nbsp;&nbsp;<U>Appointment of Custodian</U>. &nbsp;With respect to each Loan
Contract delivered to the Custodian pursuant to the terms hereof, the Bank
hereby appoints the Custodian as its agent to take possession of each Loan
Contract so delivered. The Custodian agrees to act as agent for the Bank with
respect to any such Loan Contracts and agrees that it shall segregate from its
other assets and hold all such Loan Contracts for the exclusive use and benefit
of the Bank for purposes of perfection, continuity and maintenance of
perfection of the Bank&#146;s security interest in the Loan Contracts, and shall
make disposition thereof only in accordance with written express instructions
of the Bank to the Custodian as provided herein.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.2 &nbsp;&nbsp;<U>Delivery of Loan Contracts</U>. &nbsp;The Bank and Oxford will
deliver and release to the Custodian any original Loan Contracts which may come
into possession of the Bank and Oxford. Each delivery of Loan Contracts to the
Custodian shall comply with the requirements as set forth on Exhibit&nbsp;A hereto.
Any such party delivering Loan Contracts to the Custodian shall also deliver
with such Loan Contracts a schedule (in paper and electronic format) of such
Loan Contracts being delivered to the Custodian (a &#147;<U>Loan Contract
Schedule</U>&#148;) (with a copy to the Bank in the case of delivery of Loan
Contracts by Oxford. Each Loan Schedule shall set forth the information
required by Section (i)&nbsp;of Exhibit&nbsp;A hereto. Each Loan Contract delivered
shall include the documentation required by Sections (ii)&nbsp;through (iii)&nbsp;of
Exhibit&nbsp;A hereto (the &#147;<U>Required Documentation</U>&#148;).
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.3 &nbsp;&nbsp;<U>Acceptance of Loan Contracts</U>. &nbsp;Upon the delivery of
Loan Contracts by the Bank or Oxford, the Custodian shall issue to the Bank in
exchange therefor, a receipt (the &#147;<U>Receipt</U>&#148;) in the form attached hereto
as Exhibit&nbsp;B. By the issuance of the Receipt, the Custodian, as the duly
appointed
</FONT>
<P align="center"><FONT size="2">1</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2">agent of the Bank shall be deemed to have acknowledged receipt of
such Loan Contracts delivered to the Custodian pursuant to Section&nbsp;1.2 above,
subject to the verification provisions set forth herein and in the Receipt for
each individual contract, and to have declared that it holds and will hold such
Loan Contracts as agent for the Bank from the date of such receipt to the
return of such Loan Contracts pursuant to the terms hereof (the &#147;<U>Release
Date</U>&#148;). During the period prior to the Release Date (the &#147;<U>Custodial
Period</U>&#148;), the Custodian shall not release or deliver any Loan Contracts or
any portion thereof to any person other than to the Bank or a person designated
by the Bank to the Custodian in writing or his designee and the Custodian shall
allow the Bank and its agents access to the Loan Contracts during such period
for purpose of its review thereof. The Custodian shall use due care in the
custody of the Loan Contracts as is customary in the banking industry and in
the Custodian&#146;s care of chattel paper pledged for its own individual benefit.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.4 &nbsp;&nbsp;<U>Custodian&#146;s Review of Loan Contracts</U>. &nbsp;Not later than
three (3)&nbsp;business days following its receipt of the delivery of Loan
Contracts, the Custodian shall, with respect to each Loan Contract: (i)&nbsp;verify
all Loan Contracts listed on the Loan Contract Schedule are in its possession,
(ii)&nbsp;verify such Loan Contracts have been reviewed by it and have not been
mutilated, damaged, torn or otherwise physically altered (i.e. handwritten,
typewritten or stamped additions, changes or corrections which are obvious on
the face of such documents) and relate to each such Loan Contract, (iii)
verify, based on its examination and only as to the foregoing documents, the
information set forth on the Loan Contract Schedule with respect to the account
number, obligor name, commencement date, original term and contract payment
accurately reflects the information set forth in the Loan Contract, (iv)&nbsp;verify
each document in the Loan Contracts appears on its face to be an executed
original counterpart, and in the case of promissory notes, have attached an
original allonge endorsing payment to Bank and (v)&nbsp;notify the Bank of any
deficiency with respect to the Required Documentation. The Bank shall be
entitled to have one or more of its representatives present during the time the
Custodian is performing such verification or otherwise handling the Loan
Contracts. The Custodian shall be under no duty or obligation to inspect or
review or examine said document, instrument, certificate or other papers to
determine that the same are genuine, enforceable or appropriate for the
represented purpose or that they have actually been recorded or that they
purport to be on their face.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.5 &nbsp;&nbsp;<U>Release of Loan Contracts</U>. &nbsp;The Bank may, at any time
during the Custodial Period, upon delivery of an executed release in the form
attached hereto as Exhibit&nbsp;C, require that the Custodian deliver any or all of
the Loan Contracts to the Bank or its designee. Such request by the Bank for
the release of Loan Contracts may be done by the Bank, at the Bank&#146;s sole
discretion, or upon the written request of the Bank for such release.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.6 &nbsp;&nbsp;<U>Transmission of Custodian Loan Contracts</U>. &nbsp;Prior to any
shipment of any Loan Contracts hereunder (at the written direction of the
Bank), the Bank shall deliver written instructions to the Custodian as to the
method of shipment and the shipper(s) the Custodian is directed to utilize in
connection with transmission of the Loan Contracts in the performance of the
Custodian&#146;s duties hereunder.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;1.7 &nbsp;&nbsp;<U>Custodian&#146;s Fees</U>. &nbsp;The fees and charges of the
Custodian in connection with this Agreement shall be borne by Oxford.
</FONT>
<P align="center"><FONT size="2"><B>ARTICLE II.<BR>
CONCERNING THE CUSTODIAN</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.1 &nbsp;&nbsp;<U>Merger or Consolidation of Custodian</U>. &nbsp;Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger,
</FONT>
<P align="center"><FONT size="2">2</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2">conversion or consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall, upon (i)&nbsp;the execution of an
agreement to such effect and (ii)&nbsp;prior written notice to the Bank, become the
successor of the Custodian hereunder without any further act by the Custodian.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.2 &nbsp;&nbsp;<U>Representations and Covenant to the Custodian</U>. &nbsp;The
Custodian hereby represents and covenants that it is a depository institution
organized and existing under the laws of the United States or a state hereof
subject to supervision or examination by a federal or state authority, has a
combined capital and surplus of at least $100,000,000 and it is qualified to do
business in the jurisdiction in which it will hold any Loan Contract.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.3 &nbsp;&nbsp;<U>Rights of Custodian</U>.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp; The Custodian may rely on and shall be protected in acting upon any
certificate, instrument, opinion, notice, letter, telegram or other document
delivered to it and which in good faith it reasonably believes to be genuine
and which has been signed by the proper party or parties. The Custodian may
rely conclusively on and shall be protected by acting upon the written
instruction of any designated officer of the Bank.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp; The Custodian may consult outside counsel reasonably satisfactory to
it, and the opinion of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in accordance with the opinion of such counsel,
except in the case of its willful misconduct or negligent performance or
omission.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp; The Custodian shall not be liable for any error of judgment, or for
any act done or step taken or omitted by it, in good faith, or for any mistakes
of fact or law, or for anything which it may do or refrain from doing in
connection herewith, except in the case of its willful misconduct or negligent
performance or omission.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp; Except as expressly act forth herein, the Custodian makes no warranty
or representation and shall have no responsibility (except as expressly set
forth in this Agreement) as to the completeness, validity, sufficiency, value,
genuineness, ownership or transferability of the Loan Contracts, and will not
be required to and will not make any representations as to the validity or
value (except as expressly set forth in this Agreement) of any of the Loan
Contracts. The Custodian shall not be obligated to take any legal action
hereunder which might in its reasonable judgement involve any expense or
liability unless it has been furnished with reasonable indemnity therefor.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp; Oxford shall indemnify and hold the Custodian and the Bank harmless
from and against all liabilities, damages, losses, fees (including reasonable
attorney&#146;s fees) and costs and expenses incurred by the Custodian or the Bank
as a result of any legal proceedings or in defending against any action or
claim relating to the performance of its duties hereunder, unless such
liabilities, damages, losses, fees, costs and expenses shall arise from the
Custodian or the Bank&#146;s negligence or willful misconduct or omission. The
Custodian&#146;s and the Bank&#146;s rights to indemnification shall survive the
termination of this Agreement.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.4 &nbsp;&nbsp;<U>Examination of Custodial Files</U>. &nbsp;Upon reasonable prior
notice to the Custodian, the Bank and its agents, accountants, attorneys,
internal and external auditors, employees and other authorized representatives
will be permitted during normal business hours to examine the Loan Contracts.
</FONT>
<P align="center"><FONT size="2">3</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.5 &nbsp;&nbsp;<U>Insurance of Custodian</U>. &nbsp;At its own expense, the
Custodian shall maintain at all times during the existence of this Agreement
and keep in full force and effect fidelity insurance, theft of documents
insurance, forgery insurance and errors and omissions insurance. All such
insurance shall be in amounts, with standard coverage and subject to standard
deductibles, all as is customary for insurance typically maintained by banks,
which act as Custodian.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.6 &nbsp;&nbsp;<U>Copies of Loan Contracts</U>. &nbsp;Upon the request of the
Bank and at the cost and expense of the Bank, the Custodian shall promptly
provide the Bank with (a)&nbsp;copies of the Loan Contracts or (b)&nbsp;the original Loan
Contracts as designated by the Bank.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.7 &nbsp;&nbsp;<U>No Adverse Interest of Custodian</U>. &nbsp;By execution of
this Agreement, the Custodian represents and warrants that it currently holds,
and during the existence of this Agreement shall hold, no adverse interest, by
way of security or otherwise, in any Loan Contract, and hereby waives and
releases any such interest which it may have in any Loan Contract as of the
date hereof.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2.8 &nbsp;&nbsp;<U>Indemnification of the Bank</U>. &nbsp;In the event that the
Custodian fails to comply with a request to deliver a Loan Contract or any
other document related to a Loan Contract that was in its possession within
five (5)&nbsp;business days after requested by the Bank as provided in Sections&nbsp;1.5
and 1.6 (a &#147;<U>Custodial Delivery Failure</U>&#148;), then the Custodian shall with
respect to any missing document related to such Loan Contract indemnify,
defend, and hold the Bank and its designee harmless against any and all
liabilities, obligations, losses, claims, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements, including reasonable
attorney&#146;s fees, that may be imposed on, incurred by, or asserted against it or
them in any way relating to or arising out of such Custodial Delivery Failure,
except as provided for in Section&nbsp;2.3(e). The foregoing indemnification shall
survive any termination or assignment of this Agreement. Upon shipment of any
Loan Contract or any other document relating to a Loan Contract as instructed
by Bank as provided in Sections&nbsp;1.5 and 1.6, Custodian shall be released from
any further liability with respect to such Loan Contract.
</FONT>
<P align="center"><FONT size="2"><B>ARTICLE III.<BR>
MISCELLANEOUS PROVISIONS</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3.1 &nbsp;&nbsp;<U>Notice</U>. &nbsp;Unless otherwise specifically provided, all
notices, requests, consents and demands and other communications required under
this Agreement or pursuant to any other instrument or document delivered
hereunder shall be in writing and may be delivered personally, by telegram or
telex, air courier or by facsimile transmission (with an original forwarded
thereafter by first-class mail) or by registered or certified mail, postage
prepaid, return receipt requested, at the addresses specified below (unless
changed by the particular party whose address is stated herein by similar
notice in writing to all other parties hereto), in which case the notice will
be deemed delivered when received:
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp; To Oxford Leasing Corporation, 133 N. Fairfax Street, Alexandria,
Virginia 22314, Attention: Michael Altenberger.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp; To National City Bank, One South Broad Street, 13th Floor, 1345
Chestnut Street, Philadelphia, Pennsylvania 19107, Attention: Michael J.
Labrum
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp; To Riggs Bank, N.A., 808 17th Street N.W., Washington, DC 20006,
Attention: Ayanna Fowlkes Brown.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3.2 &nbsp;&nbsp;<U>Amendments</U>. &nbsp;No modification of or supplement to this
Agreement shall be valid or effective unless the same is in writing and signed
by all parties hereto.
</FONT>
<P align="center"><FONT size="2">4</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3.3 &nbsp;&nbsp;<U>Governing Law.</U> &nbsp;This Agreement shall be deemed a
contract made under the laws of, and to be performed in, the Commonwealth of
Pennsylvania and shall be construed and enforced in accordance with and
governed by the laws of the Commonwealth of Pennsylvania.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3.4 &nbsp;&nbsp;<U>Counterparts</U>. &nbsp;This Agreement may be executed in any
number of counterparts, and by the different parties hereto on the same or
separate counterparts, each of which counterparts, when so executed and
delivered shall be deemed to be an original instrument and all of the
counterparts, taken together, shall constitute one and the same Agreement.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3.5 &nbsp;&nbsp;<U>Severability of Provisions</U>. &nbsp;If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be, for any
reason whatsoever, held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3.6 &nbsp;&nbsp;<U>Termination</U>. &nbsp;The Custodian or the Bank may terminate
its obligations under this Agreement upon at least 60&nbsp;days notice to the
non-terminating party. The costs associated with the termination of this
Agreement, including the costs associated with the transfer of the Loan
Contracts, shall be borne by Oxford. The payment of such successor
custodian&#146;s fees and expenses shall be borne by Oxford. Upon such
termination, the Custodian shall promptly deliver to the Bank or its written
designee all Loan Contracts being administered under this Agreement.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3.7 &nbsp;&nbsp;<U>Successors and Assigns</U>. &nbsp;This Agreement shall inure to
the benefit of, and be binding upon, the successors and assigns of each of
Oxford, the Custodian and the Bank.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3.8 &nbsp;&nbsp;<U>Removal of Custodian.</U> &nbsp;The Bank, with or without
cause, may upon at least thirty (30)&nbsp;days&#146; notice remove and discharge the
Custodian from the performance of its duties under this Agreement by written
notice from the Bank to the Custodian, with a copy to Oxford. Having given
notice of such removal, the Bank promptly shall appoint a successor Custodian
to act on behalf of the Bank by written instrument. In the event of any such
removal, the Custodian shall promptly transfer to the successor Custodian, as
directed by and at the sole expense of the Oxford, all of the Loan Contracts
being administered under this Agreement.
</FONT>
<P align="center"><FONT size="2">5</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the parties thereto have executed this Agreement as of
the date first set forth above.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="50%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="50%"><FONT size="2">OXFORD FINANCE CORPORATION</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="50%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="50%"><FONT size="2">By: /s/ Michael J. Altenburger</FONT>
<div style="Margin-left: 20px"><FONT size="2">
<HR noshade size="1" width="70%" align="left">Name: Michael J. Altenburger<BR>
Title: Chief Financial Officer</FONT></div>
</TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="50%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="50%"><FONT size="2">NATIONAL CITY BANK</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="50%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="50%"><FONT size="2">By: /s/ Michael Labrum</FONT>
<div style="Margin-left: 20px"><FONT size="2">
<HR noshade size="1" width="70%" align="left">
Name: Michael Labrum<BR>
Title: Senior Vice President</FONT></div>
</TD>
</TR>
</TABLE>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="50%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="50%"><FONT size="2">RIGGS BANK, N.A., As Custodian</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="50%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="50%"><FONT size="2">By: /s/ John A. Murphy</FONT>
<div style="Margin-left: 20px"><FONT size="2">
<HR noshade size="1" width="70%" align="left">
Name: John A. Murphy<BR>
Title: Managing Director</FONT></div>
</TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">6</FONT>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
