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<br />I <br /> <br />I <br /> <br />I <br /> <br />Attachment J <br /> <br />TRI-PARTY COLLATERAL MANAGEMENT AGREEMENT <br /> <br />C 's made and entered into on the date last herein written by <br />and between hereinafter called "DEPOSITOR", and BANK of <br />AMERICA, a natio al anking association, organized under the laws of the United States <br />and authorized by law to do banking business in Texas and now conducting such business in <br />said Texas, hereinafter called "BANK", and is as follows: <br /> <br /> <br />I <br /> <br />DEPOSITOR, through action of its governmg Board, hereby desIgnates BANK as a <br />depository for the period beginning , and continuing through <br /> <br />II <br /> <br />DEPOSITOR and BANK, by execution of this Depository Contract, hereby designate Bank of <br />New York, hereinafter called "CUSTODIAN", to hold in an account maintained by the <br />CUSTODIAN in the name of the BANK and subject to the control of DEPOSITOR, according <br />to the terms and conditions of this Depository Contract and the attached custodial <br />agreement, the collateral and substitute collateral described under said agreements. <br /> <br />III <br /> <br />During the term of this Depository Contract, the DEPOSITOR will, through appropriate <br />action of its governing Board, designate the officer, or officers, who singly or jointly will be <br />authorized to represent and act on behalf of the DEPOSITOR in any and all matters of every <br />kind arising under this Depository Contract and to (a) execute and deliver to BANK an <br />electronic fund or funds transfer agreement (and any addenda thereto), (b) appoint and <br />deSIgnate, from time to time, a person or persons who may request withdrawals, orders for <br />payment or transfers on behalf of DEPOSITOR 10 accordance with the electronic fund or <br />funds transfer agreement and addenda, (c) make withdrawals or transfers by written <br />instrument, and (d) deliver to BANK the DEPOSITOR's collateral policy and evidence of <br />approval by the DEPOSITOR's governing body of the collateral policy, the CUSTODIAN, this <br />Depository Contract, and the attached custodial agreement. <br /> <br />IV <br /> <br />BANK'S Deposit Agreement IS incorporated herein for all purposes; however, to the extent <br />that any provision therein conflicts with any provision herein, this Depository Contract will <br />control. <br /> <br />V <br /> <br />DEPOSITOR may arrange for time deposits, and BANK may accept and shall hold such <br />deposits subject to payment in accordance with the terms of the deposit. Interest shall be <br />calculated at the rate which BANK has bid for the particular denomination and time period <br />of said deposit at competitive public bidding for said deposIts. Time deposits will mature on <br />or before the expiration of this Depository Contract. All Time Deposits that mature beyond <br /> <br />1 <br /> <br />~ <br />\~ \ <br />