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- 2 - deficIency as soon as possible but no laler than the close of busmess of Bank of New York on the Busmess Dayan which Bank of America received such notice. lfBank of New York notIfies Bank of Amenca on any Business Day that the Aggregate Margin Value of the Ehgible Collateral provided pursuant 10 thIs Agreement exceeds the Collateral Requirement for such day, Bank of New York shall, at the dITectlon of Bank of America, transfer from the Account to or for the benefit of Bank of Amenca Eligible Collateral having an Aggregate Margin Value no greater than such excess amount. Bank of New York shall update Its records of the Account as soon as possible and Issue a Trust Receipt to Public Entity in accoidaDce Wlth the requirements of paragraph (f) below. (e) Public Entity authorizes Bank of New York as its agent to approve substItutIOns of Ehgible Collateral ("Substitute Collateral") supplied to Bank of New York by Bank of Amenca for Eligible Collateral m the Account upon receipt of Oral Instructions or Wnt1en InstructIOns from Bank of America identIfying by issuer, CUSIP number and par amount of the collateral to be substituted; provIded, however, m no event shall Bank of New York pennit any substitution unless Bank of New York shall have determined m each case that the SubstItute Collateral (i) constitutes ElIgible Collateral and (Ii) has a Margin Value equal to or greater than the Margin Value of the Eligible Collateral to be substituted (each, an "Approved SubstitutIOn") Following completIOn of each Approved Substitution Bank of New York shall update its records of the Account as soon as possible and issue a Trust Receipt to Public EntIty in accordance with the requirements of paragraph (f) below. Public Entity approves each Approved Substltution, subject to its right pursuant to Section 2(c)(li) to present and discuss WIth Bank of New York possible errars, omissions, and inaccuracies relating to any Approved SubstItutIOn. (f) Bank of New York shall promptly Issue a Trust Receipt to Pubhc Entity on any Busmess Dayan which Eligible Collateral is transferred to and from the Account. For the aVOIdance of doubt, it is understood and agreed that Trust Receipts may be combmed to identIfy more than one transactIOn on anyone Busmess Day and Bank of New York shall not be required to issue more than one Trust Receipt to Public Entity on any BUSiness Day. 2. Custody of Securities (a) Bank of America and Public Entlty hereby appoint Bank of New York as custodIan of all Securities and all Proceeds at any time delivered to or received by Bank of New York pursuant to this Agreement Bank of New Yark hereby accepts appomtrnent as such Bank of New York, agrees to establIsh and mamtam the Account in the name of Bank of America for the benefit and subject to the control of Public Entity, and agrees 10 maintain appropriate records identIfying the Secuntles and Proceeds as pledged by Bank of Amenca to Pubhc Entity. SecuritIes and Proceeds in the Account shall be kept separate and apart from the general assets of Bank of New York on Bank of New Yark's books and records and will nol, many cucumSlances, be commingled With or become part of the backmg for any other depOSIt or liability of Bank of New York or any other person or entIty Subject to the lerms hereof, Bank of New York, rn performing its dutJes and responsibilities pursuant to tills Agreement, shall act as custodIan for, and agent of, Bank of Amenca and Pubhc Entity, as their respective mterests may appear m the Account. The parties agree that all Securities held in the Account shall be treated as frnanClal assets. For purposes of the Texas Busmess and Commerce Code, as amended, the secuTlty interest granted by Bank of Amenca m the Eligible Collateral and Proceeds far the benefit of Pubhc EntIty IS created, attaches, and lS perfected for all purposes under Texas law from the Lrme Bank of New York IdentIfies the Pledge of any Eligible Collateral or Proceeds to Public EntIty and Issues a Trust Receipt to Public EntIty for such Eligible Collateral or Proceeds, The secunty interest of Pubhc Entlty In Secunties and all Proceeds thereof shall terrrnnate upon the transfer of such Secuntles or Proceeds from the Account. (b) Bank of America and Pubhc EntIty agree that Secuntles and Proceeds delivered to or received by Bank of New York for deposit in the Account may he m the fonn of credIts to the accounts of Bank of New Yark at lhe Book Entry Syslem or a DepOSItory or by dehvery to Bank of New York of phYSIcal certificates m a form suitable for transfer 10 Bank of New York or with an assIgnment in blank. Bank of America and Pubhc Entity hereby authonze Bank of New York on a contmuous and ongomg baSIS to depOSJl m the Book Entry System and/Or the DeposItones all SecuntJes and Proceeds that may be depOSIted lherEln and to utlhze the Book Entry System and/or DeposJtones and the receipt and dehvery of ph~'slcal Secuntles or any combmatJon thereof in connectIOn WIth ItS performance hereunder. Securities and Proceeds credIted to the Account and depOSIted m the Book Entry System or DeposJtones WIll be represented in accounts thaI mclude only assets held by B<in1- of New York or ItS agent(s) for third parties, mcludmg but not limIted to accounts m which assets are held m a fiduc13ry, agency or representatIve I I I