Res 2006-035 - Laserfiche WebLink

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- 6 - Any of the parties hereto may terminate tills Agreement by gIVillg to the other partIes a notice m wTltmg specifying the date of such termination, which shall be the earlier of (i) not less than 90 days after the date of gIving such notice or (ii) the date on which the Deposits are repaId in full. Such notice shall not affect or terminate PublIc Entity's security interest in the Eligible Collateral and Proceeds in the Account. Upon termination hereof, Bank of New York shall follow such reasonable Written Instructions of Bank of Amenca and Public Entity concenung the transfer of custody of Securities and Proceeds in the Account, collateral records and other items. Upon the date set forth in the termination notice, this Agreement shall terminate except as otherwise provided herein and all obligations of the parties to each other hereunder shall cease. , 7. ConfidentialIty Bank of New York agrees to hold in stnct confidence all informatIOn furnished to or obtained by Bank of New York in the course of providing custodial servIces under this Agreement except to the extent (a) such information was in the possession of Bank of New York prior to receipt thereof by Bank of New York under this Agreement and not subject to an agreement of confidenlJality, (b) such information was m the public domam pnor to receipt thereof by Bank of New York under tlus Agreement, (c) subsequent to receIpt by Bank of New York such information becomes available in the public domaill through no fault of Bank of New York, (d) disclosure or release is required by law or otherwise compelled by judIcial or admirIistrative process, (e) in the opinion of Bank of New York's counsel disclosure of such information is requITed to be made to regulatory or self-regulatory authoritIes having authonty to regulate any aspect of Bank of New York's business ill connectlOn WIth the exerCIse of such authority, (f) disclosure is made to Bank of New York's officers, employees, directors, agents, counsel, or auditors having a need to know such mformation and who have been mformed of the reqUIrements of this section and have agreed to be bound thereby, (g) disclosure is made in accordance with the written consent of the party disclosing such information to Bank of New York, or (h) the name, Qddress, securities posItIon and other mformation of Bank of America or Public Entity or both are required to be dIsclosed by the rules of any stock exchange, the Book-Entry System or any DepOSItory or the terms of the orgaruzatlonal documents of the Issuer of any Secunty or the terms of any Security itself. I 8. Miscellaneous (a) Public EntIty and Bank of Amenca Each agree to furnish to Bank of New York a new CertIficate substantially m the form of Exhibit B and ExhibIt C, respectively, attached hereto m the event that any present Authorized Person ceases to be an Authorized Person or in the event that any other Authorized Persons are appointed and authonzed, Until such new Certificate lS received, Bank of New York shall be fully protected ill acting upon Oral Instructions or Written Instructions or sIgnatures of the present Authonzed Persons. (b) Bank of New York shall be entItled 10 rely upon any Certlficale, Wntten or Oral InstructIOn actually receIved by Bank of New Yark and reasonably believed by Bank of New Yark to be duly authonzed and delivered. Bank of America and Public EntIty each agree to send to Bank of New York Wntten InstructIOns confITming Oral InstructJons by the close of businESS of the same day that such Oral InstructIOns are gIven to Bank of New York. Bank of Amenca and Public EntIty each agree that the fact that such confmrung Wntten InstructIons are not received or that contrary Written InstructIOns or Oral Instructions are receIVed by Bank of New York shall in no way affect the validity or enforceability of the transactions previously au than zed and effected by Bank of New York. (c) Any WrItten InstructIOns or other lDstrument m writing authonzed or reqUITed by this Agreement shall be given to Bank of New York and shall be suffiCIently gIven If sent to Bank of New York by regular mail to ItS offices at c/o The Bank of New York. One Wall Street. 5th Floor. New York. ]\1)' 10286. Attn: John Vmci. Vlce President, or aL such other place as Bank of New Yark may from tIme to tune deSIgnate m \\-Titmg, (d) Any nOl1ce or other instrument m \\11tlng authonzed or reqUIred by thlS Agreement to be gIven to Bank of Amenca shall be sufficiently given If sent to Bank of Amenca by regular mall to Its offices at 200 N. I College Street. NCl -00{-]3-06. Charlotte. NC 2825.5-000]. Attn. Collateral Mana"emenL. ar at such other place as Bank of Arnenca may from lIme to time deSIgnate m wntmg