HomeMy WebLinkAboutFleet Bank (Custodial FI FyACCOUNTING & FINANCE DEPT.
John A. Cushman, Town Comptroller
Telephone (631) 765-4333
Fax (63t) 765-1366
E-mail: accotmtiag@t own.s outhol d. ny.ns
TOWN HALL ANNEX
Feather Hill, Building 10
620 Traveler Street
P40. Box 1179
Southold, NY 11971-0959
TOWN OF SOUTHOLD
OFFICE OF THE SUPERVISOR
August. 29, 2002
Keziah F. McGuiness, Vice President
Government Banking
Fleet Bank
Mail Stop NY EH 320903E
300 Broad Hollow Road
Melville, NY 11747
Dear Keziah:
Enclosed please find the following:
o Three copies of the Third Party Collateral Agreements executed by the Town for
the two Fishers Island Ferry District accounts in Connecticut.
o Signature cards and a page with specimen signatures for the Fishers Island
Ferry District's ATM account no. 9417733841.
Please return one copy of the Third Party Collateral Agreement to my attention once
the other two parties have executed it.
As always, your assistance is appreciated.
Very truly yours,
Job ri Cushman
T~wn Comptroller
cc: Elizabeth Neville, Town Clerk¢
THll?,D PARTY CUSTODIAN AGREEMENT
TillS AGREEMENT, made and executed as of between
Town of Southold/]gishers Island Ferry District ("Secured Party"),
· :~Fleet National. Bank ~"Bank") and The Bank o£New York ["Custodian").
WITNESSE~
WHEREAS. Secure4 Party desires to maintain or continue to maintain deposits with the Bank;
WHEREAS, the Bank desires to obtain such deposits and to provide security therefor.
~TgI-IE~BAS. the Custodian agrees to provide safekeeping se~wiees and to hold. any securities pledged by the Bank in a custodial
~ccount established for the benefit of the SeeuredParty as securedt party pursuant to this Agremuent
NOW. THEREFORE, m considemtiun ofthe mutual promises set forth hereafter, the parties hereto agree as follows:
1. Security Requirements.
The Bank, ro secure the timely payment of Uninsured Deposits heretofore Or hereafter made by the Secured Party, including
any interest due thereon and any costs or expenses incmred by Secured Party and arising out of the collection of any deposits
made with the Bank, shall provide the Secured Party with Eligible Collateral having an Adjusted Market Value equal to the
Collateral Requirement. Whenever Eligible Collateral is provided pursuant to this paragraph, the Bank hereby grants To the
Secured Patty a pledge and security interest in and to such Ehg~le Collateral and shall deliver such Elig~le Collateral to the
Custodian in the manner prescribed in Section 2 of this Agreement The security interest of the Secured Party in Elig~le
Collateral shall terminate upon the lransfer of such Eligible Collateral from the Account.
(b)
The Custodian will daily detmunine the Adjusted Market Value of the Eligible Collateral provided pursuant to this Agreement.
tf the Adjusted. Market Value of such Eligible Collateral is less than the Collateral Requn:ement, the Custodian will so notify
the Bank and the Bank shall, upon such notice, be required to provide additional Elig~le Collateral having an Adjusted
Market Value equal to or greater than such deficiency no later than one Business Day after receipt of such notice. If the
Adjusted Marker Value of the Elig~le Collateral provided pursuant to this Agreement exceeds the Collateral Requirement.
~ Oastodia~ at the direction of the Bank. shall transfer securities from the Account, or in the case of other Eligible
Collateral. cause or consent to a reduction in the mount thereof, to the extent of such excess.
(c)
l'he Bank may substitute Eligible Collateral "Substitute Collateral") for any Eligu'ble Collateral previously provided pursuant
to this Agreement so long as the Substitute Collateral has an Adjusted Market Value equal to or greater than the Eligible
Co~lateral which it will replace. The Bank shall give Wr/tten or Oral Instructions to the Custodian with respect To any
proposed substitution. If the Substitute Collateral described in such notice consists exclusively of Eligible Collateral having
sufficient A{lusted Market Value, the Custodian, at the direction of the Bax~k, shall tsansfer the Eligible Collateral out of the
Accolmt against delivery to the Account on the same Bus/ness Day of the Substitute Collateral
2 Cnstod¥ of Elig~le Collateral
(a)
The Bank and Secured Party hereby appoint the Custodian as custodian of all Eligible Collateral at any time delivered to the
Custodian pursuant to this agreement The Custodian hereby accepts appointment as such Custodian and agrees to establish
and maintain the Account and appropr/ate records identifying the Eligible Collateral as pledged by the Bank to the Secured
Par~. The Account shall be kept separate end apart from the general assets of the Custodian and will not, in any
circumstances, be comIrfi~gled with or become part of the backing for any other deposit or liab/lity of the Custodian or any
other person or entity. The Custodian, in pm-forming its duties end responsibilities pursuant to this Agreement. shall act as
custodian fer, and agent of, the Secured Party.
Co)
(c)
(d)
(e)
The Bank and Secured Party agree that Eligible Collateral delivered to the Custodian for deposit in the Account may be in
the form of credits to the accounts of Custodian at the Book Entry System or a Deposttory or by delivery to the Custodian of
physical cerrifmates in.a form suitable for transfer or wE an assignment in blank to the Secured Party or Custodian. The
Bank and Secured Party hereby authorize the Custodian on a continuous and ongoing bas/s to deposit in the Book Entry
System and/or the Depositories all Eligible Collateral that may be deposited therein and to utilize the Book En/a-y System
and/ur Depositories and the rece/pr and delivery, of physical Securities or any combination thereof in connection with its,
performance hereunder. Eliga~bl_e Cgllateral credited to the Account and deposited in the Book Entry System or Depositories
or other financial iatermediaries will be represented in accounts of The Ba~k of New York that include only assets held by
The Bank of New York for irs cusrorn ~s, and including but not lknited to accounts in which The Bauk of New York acts in a
f[ducimy, a~engy or r~presentatiye capacity. Eligible Collateral that is not held ia the Book Entry Systen:¢ Depositories or
th~angh artethcr ~95al. iatenned/a!y w/Il be heid ia the Custodian's vanlt and phydcally ~egregated from securities and
otb& fionm~I~prOpeI~ bei. bngmg to the Cnstadian.
0)
The Custodian shall provide the Secured Party and the Bank each month with a statement identifyiag all Eligible
Collateral in the Account, the Market Value and Adjns~ed Market Value thereof as of the date of such statement.
The Cnsrodian shall also previde, upon request, the Secured Paity and Bank with a written confirmation on any
Business Day on which Eligible Collateral is tsansferred te and fi:om the Account. Such eonfirmalion shall identify
the sp~c'~5~c secnfities wbc:'ch ~re the subject to the confhmation and state both the Market Value and Adjusted
Marke~ ~alue thereof
~)
Secured Party agrees that it shall promptly review all such conSrmation statements and shall promptly advise
CustodSan By. Oral or Written Ins~rucfiun of any error, omission or inaccuracy in such statements. In the event that
Custodian receives such a Writ[en or Oral Inslrncfion identifying a ~pecific concern with respect to the Market
Value, Adjusted Market Value, or any other matter connected with the Account, Custodian shall undertake to
correc~ any errors, failures or om/ssions, if any, that are reported to Custodian by Secured Party provided that
Cnstodiml agrees in the sole good fa/th determination of Custod/an, that such error failure or omission actually
occurred. 3my such corr~,ctions shall be reflected on subsequent confmma~ion statements.
(~i)
Notwithstanding anyth/ng to the conucary herein, the parties agree that any reasonable action or inaction Custodian
rakes in connection with ~s Agreement shalI not be alleged, deemed,~ or construed as g~ving rise to any liability,
absent negligence or willfal misconduct, as set forth hereunder im w/thoar limitation, Sections 5(a), 5(c), 5(~) and/or
5(g) hereof.
The Account shall not be subject to any security interest, lien or any right ofset-offby or against the Custodian.
With respect to all Eligible Collateral held in the Account, the Custodian by itself, or through the use of the Book Entry
System or the appropriate Depository, shall, unless otherwise instructed to the contrary by the Bank: (i) collect ali income
and other payments reflecting int~est and principal on the Eligible Collateral in the Account and credit such mounts to the
account of the Bank; (ii) forward to the Bamk copies of all information or documents that it may receive from an issuer of
Eligible Collateral which, in the opinion of the Custodian, is intended for the beneficial owner of the Eligible Collateral
including, without lJraitafion all proxies and othe~ authorizations properly executed and all proxy statements, notices and
repor[s; (i/i) execute, as Custodian, any certificates of ownership, affidavits, declarations or other certificates under any tax
laws now or hereafter in effect in counection with the collection of bond and note coupons; (iv) hold directly, or through the
Book Entsy System or Depository, all rights issued with respect to any Eligible Collateral held by the Custodian hereunder:
and (v) upon recmpt of Written Instructions fi:om the Bank, the Custodian will exchange Eligible Collateral held hereunder
for other securities and/or cash in connection with (a) any conversion privilege, reorganization, recapitalization, redemption
in kind, consolidation, tender offer or exchange offer, or (b) any exercise, subscript/on, purchase or oth~ sim/lar rights.
3. Events of Default
In the event the Bank shall fall to pay ~he Secured Party any amount of the Deposits by the Secured Party covered by this
Agreement in accordance with the terms of such Deposit. or should the Bank fail or suspend active operations, the Deposits in such
Bamk shall become due and payable immediately and the Secured Party shall have the right ro uutlaterally demand delivery of all
Eligible Collateral in the Account by nouce to the Custodian and to sell such securities at public or private sale. In the event o£such
2
sale, the Secured Party, after deducting all legal expenses and other costs, including reasonable ~attorneys fees, from the proceeds
of such sale, shall apply the remaLnder towards any one or more of the liabilities of the Bark to the Secured Party and shall return
the surplus, if any, to the Bank.
4. Representation and Warranties
Representations of the Bank. The Bank represents and wavzants that:
(b]
(1) it is the legal and actaai owner, free and clear of all liens and claims_ of all Eligible
Collateral pledged pursuant to this Agreement;
this Agreement was executed by an officer of the Bank who was authorized by the Bank's
board of directors to do so and will at all. times be maintained as an of/lc/al record of the
Bank;
(3) ali securities pledged pursuant to this Agreement are Eligible Collateral;
(4) all acrs, conditioas and things requked to exist, happen or to be performed on its part
precedent to and in the execution and delivery of th/s Agreement ex/st or have happened or
have been performed.
Representations of the Secured Patty. The Secured Parry hereby represenrs and warrants that:
(1) this Agreement bbs been legally and validly entered into, does not and will not violate any
statute or regulation applicable to it and is enforceable against the Secured Party in
accordance with its terms;
(2) the appolnmaent of the Custodian has been duly authorized and no other action by the
SecuredParty is required and this Agreement was executed by an officer of the Secured
Par~y authorized to do so;
(3) it will not transfer, assign its interests in or the rights with respect thereto any Eligible
Collateral pledged pursuant to this Agreemem except as authorized pursuant to Section 3
of the Agreement:
(4) all acts, conditions and things required to exist, happen or to be performed on its parr
precedent to and th the execution and delivery of tlfis Agreement exist or have happened or
have been pe~fmmed.
5. Concerning the Custodian.
(a)
The Custodian shall not be 1/able for any loss or damage, including counsel fees, resulting from its action or orrdssion to act
or otherwise, except for any loss, damage, claLm or expense arising out of its own negligence or willful misconduct, and shall
have no obligation hereunder for any loss or damage, including counsel fees, wb/ch are sustained or incurred by reason of
any action o~ inaction by the Book Entry System or any Depository. 3;he Custodian may, with respect to questions of law,
apply for and obtain the advice and opinion of competent counsel and shall be fully protected with respect to anything done
or omitted by it in good faith and conformity with such advice or opinion~ The Secured Party and Bank agree, jointly and
severally, to indemnify the Custodian and to hold it harmless against any and alt costs, expenses, damages, liabilities or
claims, including reasonable fees and expenses of counsel, which the Custodian may sustain or incur or wh/ch may be
asserted aga/nst the Custodian by reason of or as a result of any action taken or omitted by the Custodian in connection with
operating under this Agreement except those costs, expenses, damages, tiabflities or claims arising out of the negligence or
willful misconduct of the Custodian or any of its employees or duly appointed agencies. This indemuity shall be a continuing
obligation of the Secured Party and Bank notwithstanding the termination of this Agreement.
(c)
(d)
(e)
(g)
The Custodian shall not be responsible for, or considered to be the Custodian of, any Eligible Collateral received by it for
deposit in the Account until the Custodian actually receives and collects such Eldgible CollatemI directly or by the final
crediting of the Custodian's account on the books ~f the Book Entry System or the appropriate Depository. The Custodian
wiI1 be entitled to re~erse any credits made on the Secured Purty*s behalf where such credits have been previously made and
the Eligible Collateral is not finally collected.
The Custodian shall have no duties or responsibilities whatsoever except such duties and responsa'billfies as are specifically
set forth in this Agreement and no covenant or abllgafion shall be implied against the Custodian in connection with th/s
Agreement, ). Custodian is not charged with any knowledge of the underlying contract, ff any, between Secured Party and
Bank. In no avent shal~ Custodian be liable to Bank or Secured Party or any third party for special, indirect or consequential
damages, or lost pirrfits or toss of business, ar/sing in connection w/th this Agreement.
The Secu~ed~ Party's authorized officer, upon reasonable notice, shall have access m the Custodian's books and records
maintained with respect, to the SectrmcLPatxy's interest in the Account during the Custodian's normal business hours. Upoa
the reasonabt~.request of the Secured Patty, copie~ of any such books and records sba/1 be provided by the Custodian to the
Secured Party or Secured Party's authorized,of finer at the Secured Farty's expense.
]7he Custodian may enter into subcontracts, agreements and understandings, whenever and on such terms and conditions as it
ct~ems necessary Or appmprinte, to perform its se~rices hereunder; such subcontracts, agreements and understandings may be
dina bew~ , -
wath third purees an . 3~ th ~ subskhanes of The Bank ot'New York Company, Inc. or any successor to The Bank
of NwY~rkCmp y' wi ~h '[ '
. ~ o an Inc or th.., er persons not a prosy hereto. No such subcontract, agreement or understanding shall
discharge th*,Cus~an f~om its obligations hermthdur.
Rehance on Pricing Services. To the extent Custodian values Eligible Collateral, establishes and maintains Market Value
and Adjusted Ma~kat Value of Eligible Collateral held th the Account, Custodian is authorized to utilize any generally
recognized pricing information set%ce (including brokers and dealers of Securities), such as any Nationally Recognized
Statistical Ratings Organiza,tion, in or~er to perform its valuation responsibilities hereunder, if any, and the parties agree that
Custodian shall be held harmless ficom, and against any losses incurred as a result of errors or omm/ssions of any such pricing
information service~ broker or dealer.
Force Maieure. Custodian shall not be responsible or liable for any failure or delay in the performance of its obhgafions
under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control,
including without limimtinn, a~ts of God, earthquakes, f~es. floods, wars, cleft or military disturbances, sabotage, epidemics,
dots. loss or malfunctions of utilities, computer (hardware or software) or commurdcafions service, labor disputes, acts of
c/vil or military authority, or governmental, judicial or regulatory action; provided however, that Custodian shall use its best
efforts under the circumstances to resume normal performance as soon as practicable.
Termination
Any of the parties hereto may tenmnate this Agreement by giving to the other parties a notice in writing 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 the Secured Party's security interest m the Elig~le Collateral in the
Account. Upon termination hereof, the Custodian shall follow such reasonable Written Instructions of the Bank and the Secured Party
concerning the transfer of custody of Ehgible Collateral, collateral records and other items. In the event of a discrepancy between
Written Instructions of the Bank and the Secured Party, the Custodian shall act pursuant to the Secured Partfs Written Instructions.
Upon the date set forth in the termination notice, th/s Agreement shall terminate except as otherwise provided herein and all
obligations of the parties to each other hereunder shall cease.
4
7. Miscellaneous
The Seemed Parry mad Bank each agrees to famish to the Custodian a new Certificate (Exln~hit C) in the event that any
present Authorized Person ceases to be an Authorized Person or in the event that any other Authorized Persons are
(b)
appointed and authorized, lJntH such new Certificate is received, the Custodian shall be fully protected in acting upon Oral
or Wn~ten Instructions .or signatures of the present Authorized Persons.
(el
Any Written lnslracfiorrs or other/nsrrument in writing authorized or required by this Agreement shall be given to the
Custodian and shall be sn.W2ffmiently given if sent to the Custodian by rebmlar mail to its offices at One Walt Street, 4th
Fl~or~ Igew yor~ Nec York 1~286~ Attn: Broker Dealer Services or at,such other place as the Custodian may from time
f0 ~ime~ designate in writ/rig. '
(d)
Any notice or ,other ins~ruanenr in vzrifing authorized or rqquired by this Agreement re be g/.ven to the Bank shall be
sufficiently given if sent to the Bank by regular mail to i~ts offices at, Peter D. Kiernan Plaza~ Alban¥~ NY 12207, or at
such other place as the Bank may from time m time designate/n wr/ting.
(e)
Any notice or ether imlrtrment m writing, authorized or required by this Agreement to be given to the Secured Party shall be
sufficiently given if sent ~o the,' Seemed Parry by regular mail to its offices at 53095 Main Road~ PO Box 1179~ Southold~
NY~ 11971-0959 or at such off,er offiqes as lbe Secured Party may from time to time designate in writing.
(~)
In case any pro~/isionin or obligation under this Agreemaent shall be invalid, illegal or unenforceable in any jmisdictior~ the
val/dity, legaliw and unenforce~bihty~of the rermmmg provisions or obligations shall not in any waybe affected or/repaired
thereby and ff any provision ,ig ingppl~cabla to any person or circumstances, it shall nevertheless remain apphcable to all
other persons and circumstances.
(g)
This Agreemem may not be amended or modified in any mauner except by written agreement executed by all of the parties
hereto.
(h)
Ilds Agreement shall extend to and be binding upon the parties hereto, and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by any party without the written consent of the other parties.
(~)
This Agreement shall be construed in accordance w/th the substantive laws of the State of New York, without regard to
conflicts of laws principles thereo£ Bark, Seemed Party and Custodian hereby consent to the jurisdiction of a state or
federal court situated in New York City, New York in connection with any dispute arising hereunder. Bank, Secured Party
and Custodian hereby/rrevocably waive, to. the fallest extent permitted by applicable law, any objection which it may now o~
hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding
brought in such a court has been brought in an inconvenient forum. Bank, Secmed Party and Custodian each hereby
irrevocably waives any and all rights to trial by jury in any legal proceeding ar/sing out of et relating to this Agreement.
0)
Waiver of ImmmiW. To the extent that in any jurisdiction any party may now or hereafter be entitled to claim, for itself o~
/ts assets, immuniv/from suit, execution, attachment [before or after judgment) or oth~ legal process, each parry irrevocably
agrees not to ehhr~ and it hereby waives, such imman/ty/n connection with this Agreement.
8. Defiultion.
Whenever used in this A~eement the following terms shah have the following meanings:
(a) "Account" shall mean the custodial account established with the Custodian for the benefit of the Secured Party as secured
party in accordance with this Agreement.
(b) "Adjusted Market Value" shall be one hundred percent of Market Value.
(c)
(i)
O)
(k)
(1)
(m)
(n)
(o)
(P)
(q)
"Authorized Person" shall be any officer of the Secmed Party or Bank. as the case may be, duly authorized to give Oral
Instructions or Written Instructions on behalf of Secured Party or Bm~k, such persons to be designated in a Certificate
substantially in the form of Exkibit "C"- attached hereto, as such Exhibit may be amended from time to time.
"Book Entry Sysmrn" .shall mean the Federal Reserve/Treasury Book Entry System for receiving and delivering U.S.
Government Securities.
"Business Day" shall mean any day on which the Custodian and the Bank are open for Bus/ness and on which the Book
Entry Systein and/or the Depositories are open for bus/ness.
"Certificate" shall mean the Cemficate attached hereto as Extn'bit "C"
"Collateral Requkement" shall mean the amounts requked in Exhibit "A" unless the Bank and Secured Party agree to a
different amount in accordance with tiffs Agreement.
"Depository" shall include the Depository. Tmst Company, the Participants TmstCompanyandother securities depositories
ml~ clearing agencies (and their successors and nominees) registered with the Securities and Exchange Commission or
otherwise regulated by appropriate federal or state agencies as a secmities depository or cleating agency.
"Deposits" shall mean all deposits by the Secured Party in the Bank that are available for all uses generally perrdtted by the
Bank to the Secured Party or actually and fmally collected funds under the Bank's account agreement or policies.
"Elig~le Cbllateral" .shall mean any securities of the types enumerated in the Schedule of Eligible Collateral attached hereto
asIExhthit "B" as such Schedule may be amended by the parties m writing from time te time.
"Marg/n Percentage" shall mean the percentage indicated on Exin~oit B attached hereto with respect to particular types of
Eligible Collateral.
"Market Value" shall mean, with respect to any Ehgible Security held in the Account, the market value of such Elig~le
Security as made available to the Custodian by a generally recognized source selected by the Custodian plus, if not reflected
in the market value, any accrued interest thereo~, or, if such source does not make available a market value, the market value
shall be as determined by the Custodian in its sole discretion based on information thmished to the Custodian by one or more
brokers or dealers; provided however that. if agreed in writing by the parties hereto, the Bank may provide the Custodian
with such Market Values.
"Nationally Recognized Statistical Rating Organization" shall mean Moody's, Standard and Poors, Fitch, Duff and Phelps,
BankWatch and IBCA
"Oral Instructions" shali mean verbal instructions actually received by the Custodian from an Authorized Person or fi:om a
person reasonably believed by the Custodian to be an Authorized Person.
"Substitute Collateral" shall have the meaning set forth in paragraph C of Section 1 of this Agreement.
"Uninsured Deposits" shall mean that portion of the Secured Party's Deposhs with the Bank which exceeds the insurance
coverage available from the Federal Deposit Insurance Corporation.
"Written lnslructions" shall mean written communications actually received by the Bank or the Custodian from an
Author/zed Pearson or fi:om a person reasonably believed by the Bank or the Custodian to be an Authorized Person by a
computer, telex, telecopier or any other sys[em whereby the receiver of such communicalions is able to verify by codes or
otherwise with a reasonable degree of certainty the identity of the sender of such communicatior~
6
IN WITNESS WHEPd~OF, the parties hereto have caused this A~eement to be executed by thek respective officers thereunto drily
authorized and their respective seals to be hereunto affixed, as of the day mad year first above written.
By:
Name:
Title:
Address
By:
Name:
Title:
Address:
By:
Title:
Address:
Town of SJ~thold/Fish~rs Island Ferry District
Supervisor
53095 Route 25, PO Box 1179
Southold, NY 11971-0959
Fleet National Bank
Peter D. Kieman Plaza
Albany, New York 12207
The Bank Of New York
One Wall Street
New York, N5r 10286
fleethudcolldep4 (4/00)
EXItlBIT A
TOWN OF SOUTHOLD/FISHERS ISLAND FERRY DISTRICT
Collateral Reqmr' ement. On any Business Day that the Secured Party has Uninsured Deposits i~ the Bank, the Banks m
accordance wi~ paragraph b of Section I of ttris Agreement, a~rees to deliver or cause to be d~livered to the Custodian fox deposit in
the Account, Elikn~ole Collateral having an Adjusted Market Value equal to the Collateral Requkement. For purposes of this
Agreement, Collateral Requirement shall mean the amount of such Uninsured Deposits times the Margin Percen;age, if any.
EXHIRIT B
I02
TOWN O1; SOUTHOLD/FISHERS ISLAND FERRY DISTRICT
Schedule o£Elig~te Collateral
Obligations issued by the United States of America, an agency thereof or a United States
government sponsored corporation or obligations fully insured or guaranteed as to the
payment of principal and interest by the United States of America, an agency thereof or a
Urdted States government sponsored corporation.
9
EXHIBIT C
CERTIFICATE OF AUTHORIZED PERSONS
(Secured Party - Oral and Written Insta'uetions)
Th~ undersigned hereby certifies thal she is the duly elected and acting Town Clerk of
the Town of Southold (the"Secured Party"), and farther certifies that the following officers or employees o~f the
Secured Party have been duly authorized in conformity with the Secured Party's investment policy to deliver Oral
and Written Instmcffons to The Batik of New Yorl~ ("Custodian~') pursuant to the Thkd Party Custodian AgreemanT
between the Secured Party, Fleet National Bank ("Ba~k") and Custod/an dated ~aad that the
s~gnamres appearing opposite their names are tree and correct:
Signamre:
Name:
Title:
Phone Number:
Facskaile Number:
Title:
Phone Number:
Facsim/le Number.
Joshua Y. H
Supervisor
(631) 765-1889
(631) 765-1823
6~1) 765-I889
(631}765-1823
Signature:
Name:
3. Title:
Phone Number:
Facsinfile Number:
Tkis certificate sa~persedes any certificate of authorized individuals you may currently have on file.
tcorporate seal)
Title: Tow~a Clerk
Date:
10