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<br />The Bank shall be under no liability for interest on any money <br />received by it hereunder. <br /> <br />Any money with the Bank for the payment of the principal, premium <br />(if any) or interest on any Security and remaining unclaimed for four <br />years after final maturity of the Security has become due and payable <br />will be paid by the Bank to the Issuer, and the Holder of such Security <br />shall thereafter look only to the Issuer for payment thereof, and all <br />liability of the Bank with respect to such monies shall there-upon cease. <br /> <br />This Agreement relates solely to money deposited for the purposes <br />described herein, and the parties agree that the Bank may serve as <br />depository for other funds of the Issuer, act as Trustee under Indentures <br />authorizing other bond transactions or act in any other capacity. <br /> <br />Section 5.06. <br /> <br />Indemnification. <br /> <br />The Issuer agrees to indemnify the Bank for, and hold it harmless <br />against, any loss, liability or expense incurred without negligence or <br />bad faith on its part, arising out of or in connection with its <br />acceptance or administration of its duties hereunder, including the cost <br />and expense (including its counsel fees) of defending itself against any <br />claim or liability in connection with the exercise or performance of any <br />of its powers or duties under the Agreement. <br /> <br />Section 5.07. <br /> <br />Interpleader. <br /> <br />The Issuer and the Bank agree that the Bank may seek adjudication of <br />any adverse claim, demands or controversy over its persons as well as <br />funds on deposit, in either the District Court of Travis County, Texas, <br />or the United States Federal District Court for the Wester District of <br />Texas, waive personal service of any process, and agree that service of <br />process by certified or registered mail, return receipt requested, to the <br />address set forth in Section 6.03 of this Agreement shall constitute <br />adequate service. The Issuer and the Bank further agree that the Bank <br />has the right to file a Bill of Interpleader in any court of competent <br />jurisdiction to determine the rights of any Person claiming any interest <br />herein. <br /> <br />Section 5.08. <br /> <br />Merger, Conversion, Consolidation, or Succession. <br /> <br />Any corporation into which the Bank may be merged or converted or <br />with which it may consolidated, or any corporation resulting from any <br />merger, conversion, or consolidation to which the Bank shall be a party, <br />or any corporation succeeding to all or substantially all of the <br />corporate trust business of the Bank shall be the successor of the Bank <br />hereunder without the execution or filing of any paper or any further act <br />on the part of either of the parties hereto. In case any Security shall <br />have been registered, but not delivered, by the Bank then in office, any <br />successor by merger, conversion, or consolidation to such authenticating <br />Bank may adopt such registration and deliver the Security so registered <br />with the same effect as if such successor Bank had itself registered such <br />Security. <br /> <br />TD702/21 <br />