Common use of SPECIAL TERMS AND CONDITIONS OF TRUST FOR THE FIRST Clause in Contracts

SPECIAL TERMS AND CONDITIONS OF TRUST FOR THE FIRST. TRUST GNMA, SERIES 85 ("SERIES 85") The following special terms and conditions are hereby agreed to: (A) The Securities defined in Section 1.01(5) listed in Schedule A hereto have been deposited in trust under this Trust Agreement and shall include any securities deposited in the Fund pursuant to Section 2.01 hereof. (B) The number of Units in the Trust referred to in Section 2.03 is set forth under "Summary of Essential Information - Initial Number of Units" in the Prospectus. (C) For the Trust the First General Record Date shall be set forth under "Summary of Essential Information" in the Prospectus. (D) For the Trust the First Settlement Date shall be set forth under "Summary of Essential Information - First Settlement Date" in the Prospectus. (E) For the Trust the Record Dates and the Distribution Dates shall be set forth under "Summary of Essential Information" in the Prospectus. (F) First Trust Advisors L.P.'s compensation as referred to in Section 3.14 of the Standard Terms and Conditions of Trust shall be an annual fee in the amount of $0.48 per 100 Units. (G) The first sentence of Section 4.03. shall be amended to read as follows: "As compensation for providing evaluation services under this Indenture, the Evaluator shall receive, in arrears, against a statement or statements therefor submitted to the Trustee monthly or annually an aggregate annual fee in the amount of $0.30 per 100 Units, calculated based on the largest number of Units outstanding during the calendar year except during the initial offering period as determined in Section 4.01 of this Indenture, in which case the fee is calculated based on the largest number of Units outstanding during the period for which the compensation is paid (such annual fee to be pro rated for any calendar year in which the Evaluator provides services during less than the whole of such year), plus for each issue of underlying Securities in excess of 50 issues (treating separate maturities as separate issues), the Evaluator shall receive an additional $0.25 per evaluation per issue. Such compensation may, from time to time, be adjusted provided that the total adjustment upward does not, at the time of such adjustment, exceed the percentage of the total increase, after the date hereof, in consumer prices for services as measured by the United States Department of Labor Consumer Price Index entitled "All Services Less Rent of Shelter" or similar index, if such index should no longer be published. The consent or concurrence of any Unit holder hereunder shall not be required for any such adjustment or increase. Such compensation shall be paid by the Trustee, upon receipt of invoice therefor from the Evaluator, upon which, as to the cost incurred by the Evaluator of providing services hereunder the Trustee may rely, and shall be charged against the Interest and/or Principal Accounts, in accordance with Section 3.05." (H) The first two sentences of Section 6.04 shall be deleted and the following shall be substituted therefor: "For services performed under this Indenture the Trustee shall be an annual fee in the amount of $0.97 per 100 Units, accrued daily, calculated based on the largest number of Units outstanding during the calendar year except during the initial offering period as determined in Section 4.01 of this Indenture, in which case the fee is calculated based on the largest number of Units outstanding during the period for which the compensation is paid (such annual fee to be prorated for any calendar year in which the Trustee provides services during less than the whole of such year). However, in no event, shall the Trustee receive compensation in any one year from any Trust of less than $2,000 for such annual compensation." (A) Any reference in the Standard Terms and Conditions of Trust to "per 1,000 Units" shall be amended to read "per 100 Units," and any reference to "$1 per Unit" shall be amended to read "$10 per Unit." (B) Section 1.01(1) shall be amended to read as follows:

SPECIAL TERMS AND CONDITIONS OF TRUST FOR THE FIRST. TRUST GNMA, GNMA REINVESTMENT INCOME TRUST "GRIT," SERIES 85 82 ("SERIES 8582") The following special terms and conditions are hereby agreed to: (A) The Securities defined in Section 1.01(5) listed in Schedule A hereto have been deposited in trust under this Trust Agreement and shall include any securities deposited in the Fund pursuant to Section 2.01 hereof. (B) The number of Units in the Trust referred to in Section 2.03 is set forth under "Summary of Essential Information - Initial Number of Units" in the Prospectus. (C) For the Trust the First General Record Date shall be set forth under "Summary of Essential Information" in the Prospectus. (D) For the Trust the First Settlement Date shall be set forth under "Summary of Essential Information - First Settlement Date" in the Prospectus. (E) For the Trust the Record Dates and the Distribution Dates shall be set forth under "Summary of Essential Information" in the Prospectus. (F) First Trust Advisors L.P.'s compensation as referred to in Section 3.14 of the Standard Terms and Conditions of Trust shall be an annual fee in the amount of $0.48 per 100 Units. (G) The first sentence of Section 4.03. shall be amended to read as follows: "As compensation for providing evaluation services under this Indenture, the Evaluator shall receive, in arrears, against a statement or statements therefor submitted to the Trustee monthly or annually an aggregate annual fee in the amount of $0.30 per 100 Units, calculated based on the largest number of Units outstanding during the calendar year except during the initial offering period as determined in Section 4.01 of this Indenture, in which case the fee is calculated based on the largest number of Units outstanding during the period for which the compensation is paid (such annual fee to be pro rated for any calendar year in which the Evaluator provides services during less than the whole of such year), plus for each issue of underlying Securities in excess of 50 issues (treating separate maturities as separate issues), the Evaluator shall receive an additional $0.25 per evaluation per issue. Such compensation may, from time to time, be adjusted provided that the total adjustment upward does not, at the time of such adjustment, exceed the percentage of the total increase, after the date hereof, in consumer prices for services as measured by the United States Department of Labor Consumer Price Index entitled "All Services Less Rent of Shelter" or similar index, if such index should no longer be published. The consent or concurrence of any Unit holder hereunder shall not be required for any such adjustment or increase. Such compensation shall be paid by the Trustee, upon receipt of invoice therefor from the Evaluator, upon which, as to the cost incurred by the Evaluator of providing services hereunder the Trustee may rely, and shall be charged against the Interest and/or Principal Accounts, in accordance with Section 3.05." (H) The first two sentences of Section 6.04 shall be deleted and the following shall be substituted therefor: "For services performed under this Indenture the Trustee shall be an annual fee in the amount of $0.97 per 100 Units, accrued daily, calculated based on the largest number of Units outstanding during the calendar year except during the initial offering period as determined in Section 4.01 of this Indenture, in which case the fee is calculated based on the largest number of Units outstanding during the period for which the compensation is paid (such annual fee to be prorated for any calendar year in which the Trustee provides services during less than the whole of such year). However, in no event, shall the Trustee receive compensation in any one year from any Trust of less than $2,000 for such annual compensation." (A) Any reference in the Standard Terms and Conditions of Trust to "per 1,000 Units" shall be amended to read "per 100 Units," and any reference to "$1 per Unit" shall be amended to read "$10 per Unit." (B) Section 1.01(1) shall be amended to read as follows: