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<br />ATTACHMENT H
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<br />Sarekeeplng Agreement
<br />Terms Bnd CODditiODS
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<br />1. This safekeeping agreement (the "Agreement") is an acknowledgment that Ole Bank of America entity named on the face of this
<br />Agreement (..Ban.k~) or it.s agents hold for t.he account of the cusLomer ("Customer") the securities or other property listed herein rCUBt.odial
<br />Property") in II aafekeeping accoUJ:lL ("SBfekeepLn( Acmunt"), Tbe securities or other property shall be identified all those belonging aolely tD the
<br />Customer for which they are held and shall not be commingled. with those of the Bank. This Agreement. Blao COn8titULeI Lhe entire agreement
<br />between the parties with regard La CuswdiaJ Property, If this ~menL 18 reported lost, destroyed or stolen, or if Bank summden any part of
<br />CwLodial Property to Customer, Bank may, in its di.&cretion. issue B DeW ufekeeping agreement whicb may CDDt.a.in different Dr additionall.erma.
<br />2. Bank shall have no resp:msibilily t.o determine the validl[Y, genuineness, or alte-ralioD of Bny Custodial Propeny, or to BdYiae Customer
<br />regarding the purchue, TeLentiDn, redemption, ule, e:l.cbange, or deposit in connection with a Teorpniza.t.ion of Custodial Property. Bank ill DO~
<br />responsible for securing insuT8.nce to cover the loss of Custodial Property Bank will only be responsible to eJ:crciae ordinBJ"Y care in col1l:1ectiOll.
<br />witb Custodial Property. Bank shall not be Liable ror loBS or damaKe caused by or related to, directly or indi.redly, causes beyond the contnll of
<br />Bank.
<br />3. Bank agrees to forward for payment interest coupons or bonds that are CUlItodl81 ProperLy as they maLure a.nd to recelVl! interesL,
<br />dividends and other income or proceeds from the sale of Cus.todial Properly U1d Lo make disposition or such inl.erat Bnd other income or proceeds
<br />in accordance with the instructi.ons or Customer. Any monies received 8B proceeds from the liale of 8uch aecunU8Iii or coUected Il.Iii mten8L or
<br />otherwise will be credited as diracLed byCuslomer, unlen otherwise required by law or gOVl!med by 8 pledge. It is the responsibility of Customer
<br />to designate an aa=ount La receive such monies. Customer agrees that the designated account will be styled in l~ lame manner as the Safekeeping
<br />Account, with the same names, IlS reOect.ed on the front of thiB Agreemenl. All paymenl.l!l and credits are subject La final paymeo.t.. Baak shall not
<br />be obligaLcd to credit or pay such proceeds until such time as D.naJly mlled.ed funds an received by Bank. In the evenl Bank advancel proceeds
<br />and credits them to Customer or Customer'B aa:ount prior Lo' eoUection and Ba..n.k does not receive Buch proceeds from the paying alfeUt within 8
<br />reasonable time thereafter, as det..ennined by tbe Bank. Bank may, in iLB &DIe discretion, CIlWie Lhe J"E'paymenl from CUliliLImer of Lhe CRdit.ed
<br />pJ'OCfeds upon demand. Bllnk shall have the right f.D debit Customer's alXOunt designaLed to receive payment or CUltamer's Safekeepint Aa:ount,
<br />or to retain prllCeeds from future collecuOD&, OT debit 8llY other ao::ount mainLa.ined by Customer at Bank or at 8Jl affiliaLe of Bank, im:ludioi: any
<br />affiliate or subsidiary of Bank of America Carporahon. if necessary, tD effect such repayment.
<br />4, IL is Custllmer's responsibility to notify Bank when any bond or other &eCU1'ity Lhat Us CUBtodial Property is called faT redemptwo. Bank
<br />will exerclsc reasonable care in the identification and processing of bonds or olher securities that are Custodial Property called ror redemption., but
<br />Bank 888umes no le8JXlnsibility fOJ' making any independent investigation in conneclion wiLh the redemption, In the event any CustocHal Properly
<br />iB held for the benefit or CusulIner in the name of a nominee or i.n book entry (oon"certiflCated) form at a Federal Ruerve Bank or at a cles..ring
<br />corporation and is cdled for partial redemption, Bank is authorized in its lIDle di&cretion to determine Culitomer's proponionate IIh.an of the
<br />proceeds bum such redemption in the event Bank receives proceeds that belong to more than one perKln.
<br />5. Bank ill authorized to sign on behalf of Customer any declarations, affidavil&, ccrtifica~ of ownership or other document.& that IU"e DO_
<br />or may hereaf\.e1 be required with resped to all coupons, registered interest. dividends or other income on Custodial PNperty. B.Eld Customer alftB8
<br />to reimburse. indem.n..i.fy and hold Bank harmless from any and all liability, loss, claim, damage or ellpeD6e <including att.orneytl' fee&) aa a ~lIl1lt of
<br />the executjon of any lSuch document5. Customer will notify Bank or any change an mlliling addnss.
<br />6. Bank will surrender or otherwise dispose of CUiltodlaJ. Property upon receipt of Ilppropriate inatructiona &om CUltomer, with or without
<br />surrender of Lhis Agreement. ]f Sarekeeping Account is in the :name of an individual CUBtomer, Bank will act only upon the inatruct.i.aD.S of luch
<br />individual Customer. In the event the Sllfekeeping Account is in more than a.n.e name, in whatever form, unless Customer makes a different
<br />arrangement with the Bank. it is the intention of CusLomcr that Bank may act upon the i.nstTUcLiollB or anyone o[ the named Custnmen on the
<br />Safekeeping Account. Bank shall have the authority to require poaitive identification or the individual(S) before surrendering CuaLodial Property.
<br />Pledged sccurities that a.re Custodial Property are subject to the order ar:r.d direction of the pledgee named on tbe nYeJ'1Ie side hereof, and the
<br />written consent or pledgee by any meaM, including facsimile, mUllt be received by Bank before release can be made. NotwiLluilandina: the
<br />foregoing, Bank dieclairns any duty In monitor or tD give notice oC any change in the pri.nciJHlI or Il.DY declining balance IICCuritiee dHcribed in this
<br />Agreement and hereby gives notiCl! that principal O.D iluch securitieii shall be paid lei iLl CWitomer .notwithlJtBnding any pleda'e thereat
<br />In the eveDl Cusi.omer 15 II corplnation or fmancia.l institution, any and all Cuimdial Property may be released upon the written order of Buch
<br />officer or olTlcen author-i.ud by resoluti.on of lhe board of directors of CuBtOmer. Customer shall fun::U.sh Bank a certified copy of su.ch .resolution
<br />and a specimen signature of each officer 80 authorized and furnish Bank certified copies or any resolution changing such authority.
<br />For Cwtomen other than those described in the previouB two pBJ"BgraphB of tbiB I!IecLion, it will be the reaponalbility of Customer to provide Bank
<br />with appropriate document.ation or authorization to act on behalf of CWJtomer in connection with this Agreement.
<br />UnJeBs survivorship proviaioIlB are indicated on the front of this Agreement., righ15 or survivorship shall not be governed by LhiB AgreemenL. In
<br />such event., right.s tD CU.!ltodial Property on the de.ulb or incapacity or Cusunner shall be determined by operation or law, including pl'DVilionJl that
<br />determioe which jurisdiction's laWb\ apply. Customer indemoifUls Bnd holdB Bank harmless from any and aU claims resulting Crom the IailUJ'e or
<br />Customer to instruct Bank or lei enter into appropriate agreements with respect tD sUrvlvonhip provilionB, or with respect to the styl..ing of the
<br />SaIekeeping Account or oC any Custodilll Property held in the SafckeepiDg AccounL.
<br />7. Customer shall pay Bank rees and reimbursc Bank [or exptmBeB incurred in accordance with Bank's eaLabliBhed. ac.heduJe or aafekeepinlj:
<br />Cees as amended from timt: to time. Bank ahaU be authorized iD it.B discretion to char~ luch rees and e:qlelUlle& to any llCL'Dunt ma.intained by
<br />Customer at Bank. Including Customer's Safekeeping Account, or at any affiliated eJ:lLity oC Bank or lit an affiliate or subsidillry or Bank of America
<br />Corporation. if OecelS8J'}'. Bank is also authorized Lo debil such acmunta for the eo:sts aDd eK:penses or purchases and &.ales made UpoD ~e
<br />instructiona or CUsoomer and for an}" oLher items chargeable in connection with SaCekeepil'lg Account. Customer agrees to pay all COstA of mllec.tiOll
<br />for amoun18 which Customer is indebted under this Agreement including Bank's J'eaROnable attorneYs fees.
<br />B. This document oonstitut.e.& the entire agreement between Customer and Bank and shall be valid and bUtding on CusLamer and deemed
<br />correct in all respecLS unless Customer notifies Bank within Len (10) days after reccipl oC this Agreement. E:ttept a8 provided in pangn,ph 6. this
<br />AgJ'eement shall be governed by and construed in accordance with the Ia.ws oC the Slate in whieh the main OffllZ or the Bank named on the front of
<br />this Agreement islocaled. Bank reserves the right 1.0 conect this Safekeeping Agreement. at any Lime, in case of error.
<br />9. With nsped to any instructions from CU&Lamer aUlhari.zing lbe receipl or IieCUriti.eS or other property in connection with tranaactionl
<br />between Cusi.omer snd a third party, Bank IihaU have no duty to advise Customer of the failure to receive lIuch property, or to take lltepll La ohtain
<br />delivery of such property from third parties either allainst payment or free of paymenL. With respect to any instructions authorizing lhe delivery of
<br />securities or other property in connection with transactions beLwccn Customer and third partie&., Bank &haU havc DO duty to timely deliver the
<br />securities or, if payment is involved. to crediL Cusoomer's accounL unleal proper and timely authorization U I'eCelVlld by BIlIlk on 8 ec.hedule
<br />cSLBblished Bnd amended by Bank from time lo time.
<br />10. 11ili; Agreemcnt shaU inuTiC to Lhe henefiL of Bank'a SUCCeElSO.l"'8 and aBllign!l_ This Agreement may be amended from time to time by the
<br />agreemenl of Cwtomer and Bank or b}' Bank ana B copy or any amendment will be provided La Customer. This Agreement is t.enni.nableat the
<br />opt.ion of either Customer or Bank upon demand by written notice to the other party. Upon termination, all Custodial ProperlY will be proMptly
<br />delivered 8S diRCted by Customer
<br />11. Custodial Property Ilhall be maintained by Bank at Bank of America, N.A. (the main olli~e of ..hich is located in Charlotte, North
<br />Carolina) or, in Bank's sole discrelion.. Ell 0 third party custodian or affiliated depository institution. ANY SUCH ARRANGEMENT WIU. BE
<br />DEEMED ACCEPTABLE UNLESS CUSTOMER NOTIFlES BANK IN WRITING.
<br />12, Cwtomer coneenl:.8 to the exchange of confidential and non-ccmlidenLial inrormation abouL the Cuslomer and Cuslnmer'. Safekeeping
<br />Accounl., by and among Bank flnd its affilia.ted and relaLed enL.ilies. including, without limitation, Banc of America SecuritieslLC and a8i1.iatell
<br />Bnd subsidiaries of Bank of Americ:a CorpoJ'lltion Customer aJlIO authorlzes such related entities or Bank La lranaCer CusLodial Property or to debit
<br />or cn.>dit Customer's account 0,. accounLs at such relllted enLiLies in connection with tralUlllctioru; pursuanl to this Agreement.
<br />13. Customer repl'eHenl.B lhaL thc execution oC this ~ement, the acrvices provided hereunder, and, if applicable, the location or the
<br />Customer's securities ouLside of the stale in whieb the CUBtomer is located do not violate any statute, regulation, or other restriclion under which
<br />thc cuelomer is bound. Cuatomer further represenl.llthat it has obtained any and all regulBtory approvals nCl:esli8ry to execute and a~ept &erv1ces
<br />under this Agreement
<br />Ii. Bank shall not be liable for 8ny action taken by it or any ofiLs dincl.ors, office15, agents or emploYeeIii in a(.'COrdance with this
<br />Agreement. CusLomcr agrees al all tirot!ft to lIiavc and hold harmlesii, and to defend and indemnify Bank, its off leers, direcwn;, employees, agenr.s,
<br />Ilnd attorney.. l:lgamst aU actions, proceedinK6, liabilities, claims. demands.losBeII, outlays, dsma~es or eJ:penses, including in-houle and outside
<br />legal Cees, of every nalure and charaet.er as may arise or be made againsl the Bonk or such pcl"'llOn may in any "'sy incur in derending or
<br />prosecut.inG, settling or dililCOntinuln~ any sueh proceeding!;, act.iolUl, or claims, e1lcept Cor damages, 1000es, outlays, claims or proceedinRlI arising out
<br />of or attributable to the P'Oss negligence 01 willful misoonduct of the Bank 01 euch person, 8.S the case may be.
<br />15. Bank agreee to save and hold hannlcss and indemnify Customer for any loss of securities Cll11Sioned by the gross negligence or
<br />diBhonesty of Bank'a officers or employees, or any burglary, ruboory. theft., or mysterious disappearance, including 1086 by dalDBge or destruction..
<br />In the event such a loss .should occur the Bank shall prumpLly replace web securities or the value of any 105.ll ofrighl:.8 or privilelfe& resulting from
<br />the )0';13 of Iie(.-uritie.s.
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<br />H'\lilVol,JIIST.J)CJ{'
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