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<br />written notice of the time and place where such sale shall take place, and such sale shall be to the <br />highest bidder for cash. Depositor and Bank shall have the right to bid at such sale. If the Custodian <br />is the Federal Reserve Bank, this section shall apply except to the extent it is in conflict with the <br />provisions of the Applicable Regulations, in which event the provisions of the Applicable <br />Regulations shall govern the Depositor's exercise of remedies against the Collateral. <br /> <br />10. Authorization and Records. The Bank Board has authorized the pledge of Bank assets to <br />collateralize uninsured deposits maintained by Depositor pursuant to resolutions substantially in the <br />form of Annex I attached to the form of Resolution Certificate and Certificate of Incumbency <br />attached hereto as Exhibit "B" (the "Resolution Certificate"), and has authorized the undersigned <br />Bank officer to enter into, execute and deliver to Depositor this Agreement on behalf of Bank and to <br />take all action which may be necessary or appropriate to create and perfect the security interest in the <br />Collateral contemplated hereunder. Bank shall deliver to Depositor a fully executed Resolution <br />Certificate as a condition precedent to the effectiveness of this Agreement and shall advise Depositor <br />immediately of any revocation, amendment or modification thereof. Bank shall maintain this <br />Agreement, its copies of all Trust Receipts, Releases and Advices, and the Resolution Certificate <br />among its official records continuously until such time as this Agreement is terminated and all <br />uninsured deposits of Depositor have been properly and fully paid out. This Agreement may be <br />executed in one or more counterparts, each of which shall be an original. <br /> <br />11. Authorized Representative: Depositor Agreements. The Depositor hereby confirms that it <br />has previously authorized its Investment Officer, Bookkeeper and/or Tax Assessor-Collector to <br />execute this Agreement and any documentation required in connection therewith, including <br />specifically pursuant to the Applicable Regulations and documentation related thereto, and to <br />represent it and act on its behalf in any and all matters of every kind arising under this Agreement. <br />During the term of this Agreement, the Depositor may further designate an additional officer or <br />officers to singly or jointly represent and act on behalf of Depositor in any and all matters of every <br />kind arising under this Agreement and, in such event, shall provide written notice thereof to Bank. In <br />the event of any conflict between the provisions of this Agreement and any other agreement between <br />the D~positor ami me Bank r~lating to the deposits, this Agreement will control, unless the conflict is <br />with the Applicable Regulations, in which event the Applicable Regulations will control. Subject to <br />the provisions of Section 5 (Substitution of Collateral) hereof, Bank and Depositor specifically agree <br />that Depositor's prior approval is required for any par-for-par Collateral substitutions. <br /> <br />12. Custodian as Bailee. Custodian will promptly identify the pledge by Bank to Depositor of <br />the Collateral on the Custodian's books and records and any additional or substitute Collateral and <br />issue to Bank and Depositor Trust Receipts covering the Collateral. Similarly, Custodian will <br />promptly remove from its books and records any securities released from the pledge by Bank in <br />compliance with the terms of this Agreement and issue to Bank and Depositor appropriate Releases <br />identifying the released securities. Custodian acknowledges that it is the bailee of Depositor for <br />purposes of Section 2257.044 of the Public Funds Law, and its custodial capacity is deemed to be set <br />forth on any Trust Receipt delivered to Bank and Depositor, whether such capacity is expressly so <br />noted or not. If the Custodian is the Federal Reserve Bank, this section shall not apply, but Bank <br />acknowledges the provisions of the Applicable Regulations which provide that the Federal Reserve <br />Bank is acting as custodianlbailee; that the Collateral identified on the Advice is subject to the <br />custodial provisions of the Applicable Regulations; and that the disposition thereof is subject to <br />Depositor's approval. <br /> <br />REV. 03-05 <br />