Res 2006-035 - Laserfiche WebLink

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- 4 - 4. Representation and WarrantIes , (a) RepresentatIOns of Bank of Amenca. Bank of America represents and warrants, which representatIOns and warranties shall be deemed to be continuing, that: (i) this Agreement has been legally and vahdly entered mto and is enforceable against Bank of Amenca m accordance with its terms; (Ii) the performance by Bank of America of its obhgatlons under this Agreement does not and will not violate any statute or regulatIOn applicable to Bank of America; (ni) Bank of Amenca is the owner of, or has the right to pledge, Securities deposited in the Account: (iv) tills Agreement was executed by an officer of Bank of America who was authorized by Bank of Amenca's board of dIrectors or a committee thereof to do so and will at all tlTDes be maintained as an offiCIal record of Bank of America; (v) Bank of Amenca IS a bank or trust company duly authonzed to do business in the state where it is localed; and (vi) all acts, conditIOns and thmgs required to eXlst, happen or to be performed on its part precf'dent to and in the execution and delIvery of tills Agreement by it exist or have happened or have been performed. (b) Representatlons of PublIc EntIty, Public Entity hereby represents and warrants, whIch representatIOns and warrantIes shall be deemed to be contmuing, that: (I) tills Agreement has been legally and vahdly entered mto, does not and will not violate any statute or regulatIOn applicable to IL and IS enforceable against Public Entity in accordance Wlth ItS terms; I (Ii) the appointment of Bank of New York has been duly authonzed by Public Entity and thIS Agreement was executed by an officer ofPubhc EntIty duly authorized to do so; (ui) (A) all Secuntles identIfied on the Schedule of Eligible Collateral, attached hereto as Exhibit A, may be used 10 secure Pubhc Entity's Umnsured DepOSIts under applicable statutes and regulatIons, (B) the applicable Margin Percentage for each such Secunty meets the requITements of such applicable statutes and regulations, (C) the goverrung board of PublIc EntIty has approved a collateral polIcy which authorizes all such SecuritIes to be used as Ehgible Collateral, and (D) such collateral policy comphes WIth all apphcable statutes and regulal1ons; (IV) It will not selL transfer, assIgn, convey, pledge, or otherwIse dispose in whole or m part ltS mterests in or the nghts WIth respect to any SecunlJes deposited in the Account, or the Proceeds thereof, except as perrrutted m Section 3 of thIS Agreement; and (v) all acts, condItIOns and thmgs required to eXIst, happen or to be performed on Its pan precedent to and m the Of;culJon and delivery of tills Agreement exist or have happened or have been performed (a) Bank of New York shall not be lJable for any loss or damage. mcludmg counsel fees, resultmg from ItS actIon or O11l1"'!On to act or otherwlse. excepL for any loss or damage ansmg out of ItS own neghgence or I 5 Concemmg13ank of New York