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<br />willful mIsconduct, and shall have no obligatJOn hereunder for any Joss or damage, mcluding counsel fees, which are
<br />sustained or mcuTTed by reason of any actJon or inaction by the Book Entry System or any Depository. In no event
<br />shall Bank of New York be hable to Pubhc Entity, Bank of America or any third party for special, indirect or
<br />consequentIal damages, or lost profits or loss of business, arising m connection WIth this Agreement. Bank of New
<br />York may, wIth respect to questIons of law, apply for and obtain the adVIce and opinion of counsel and shall be fully
<br />protected Wlth respect to anythmg done or omItted by it m good faIth and conformity with such advice or opinion.
<br />Both Public EntIty, to the extent perrrutted by law, and Bank of Amenca agree to indemnify Bank of New York and
<br />to hold it harmless agamst any and all costs, expenses, damages, lIabilitIes or claims, including reasonable fees and
<br />expenses of counsel, which Bank of New York may sustain or mcur with respect to any third party claim or which
<br />may be asserted by a thud party agamst Bank of New York by reason of or as a result of any action taken or omitted
<br />by Bank of New York in connectIon WIth operatmg under tills Agreement, except those costs, expenses, damages,
<br />habilities or e1auns arismg out of the neglIgence or willful rrusconduct of B ank of New York or any of its employees
<br />or duly appomted agents. Tlus mdemmty shall be a contmumg obligatIon of Public Entity and Bank of America
<br />notwllhstandmg the termmatJOn of this Agreement.
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<br />(b) Bank of New York shall not be responsible for, or considered to be custodian of, any Securities or
<br />Proceeds receIved by it for depOSIt m the Account until Bank of New York actually receives and collects such
<br />SecuntJes or Proceeds dITectly or by the fInal creditmg of Bank of New York's account on the books of the Book
<br />Entry System or the appropnate Deposl1ory Bank of New York will be entItled to reverse any credits to the
<br />Account where such credIts have been prevJOusly made and the SecuntJes or Proceeds are not fmally collected.
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<br />(c) Bank of New York shall have no duties or responsibihtles whatsoever except such duties and
<br />responsibihlJes as are speCIfically set forth m thIS Agreement and no covenam or obligation shall be implied agamst
<br />Bank of New York m connectJOn Wlth tills Agreement.
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<br />(d) PublIc EntIty's and Bank of Amenca' s authonzed officers and, If permitted by law, representatIves
<br />of the Comptroller, upon reasonable n01Jce, shall each have access to Bank of New York's books and records
<br />mamtained WI1h respect to Public EntIty's and Bank of Amenca's respectIve mterests in the Account during Bank of
<br />New Yark's normal bus mess hours. Upon the reasonable request of PublIc Entity, Bank of America or the
<br />Comptroller when applIcable law permI1S, copIes of any such books and records shall be provided by Bank of New
<br />Yark to the requestmg party's authonzed officer at the requestmg party's expense
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<br />(e) In performing hereunder, Bank of New York may enler mto subcontracts, agreements and
<br />understandmgs WIth third partIes whenever and on such terms and condllJons as It deems necessary or appropnate. If
<br />any of such subcontracts, agreemenLs. ar understandmgs WIth thud partIes are for the deposit of Eligible Collateral
<br />for the benefit of Public Entity, (i) such thud party will quahfy as a "perrrutted mstitution" pursuant to the Texas
<br />Public Funds Collateral Act, (ii) Bank of New York shall cause such thud party to provide records to Bank of New
<br />York evidencmg the depOSIt of ElIgible Collateral WIth such third party. and (llJ) records of the third party relatmg to
<br />such Eligible Collateral will at all lImes stale the name of Bank of New York. No such subcontract, agreement or
<br />underslandmg shall discharge Bank of New Yark from its obligatIOns hereunder
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<br />(f) RelIance on Pncmg ServIces. Bank of New York is authonzed to utilize one or more generally
<br />recogruzed pricmg mformatlOn servIces (mcJudmg brokers and dealers of secunties) in order to provide Market
<br />Values hereunder, and Bank of Amenca and PublIc Entity agree that Bank of New York shall not be liable for any
<br />loss, damage, expense, liabilIty or e1alm (meludmg attorneys' fees) mcuTTed as a result of errors or omissIons of any
<br />such pncmg InformatIOn service, broker or dealer.
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<br />(g) Force Maieure. Bank of New York shall not be responsible or hable for any failure or delay In the
<br />perfoTll1ance of Its oblIgatIOns under thIS Agr<,emem arismg out of or caused. dITectly or mdirectly, by cucumstances
<br />beyond JlS reasonable control, meludmg WIthout hmJtatJOn, acts of God. earthquakes, fues, floods, wars, CIvil or
<br />milItary dIsturbances. sabotage, epIdemICS nots. Joss or malfunctIOns of u1Jhues, computer (hardware or software) or
<br />commUnicatIons servIce, labor disputes. acLs of civil or rruhtary authonty. or governmental, judicial or regulatory
<br />1 actIOn, provlded however, that Bank of New York shall use ItS best efforts to resume normal performance as soon as
<br />I practIcable under the cIrcumstances
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<br />6. T em1matlOn
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