CONCERNING THE
SECURITIES ACCOUNT AND TRUST MAY TAKE SUCH STEPS AS THE PLEDGOR MAY REQUEST TO
VEST FULL OWNERSHIP AND CONTROL OF THE SECURITIES ACCOUNT IN THE PLEDGOR,
INCLUDING, BUT NOT LIMITED TO, REMOVING THE NAME OF BANK FROM THE SECURITIES
ACCOUNT OR TRANSFERRING ALL OF THE FINANCIAL ASSETS AND CREDIT BALANCES IN THE
SECURITIES ACCOUNT TO ANOTHER SECURITIES ACCOUNT IN THE NAME OF THE PLEDGOR OR
ITS DESIGNEE.
9.
THIS CONTROL AGREEMENT SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE SUCCESSORS AND ASSIGNS OF THE PARTIES
HERETO, AND SHALL BE GOVERNED BY, AND IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF CALIFORNIA WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
10.
EACH OF THE PLEDGOR AND THE BANK HEREBY
AGREES TO INDEMNIFY THE TRUST FOR, DEFEND THE TRUST AGAINST AND HOLD THE TRUST
HARMLESS FROM ALL CLAIMS, DEMANDS, SUITS, EXPENSES (INCLUDING REASONABLE
ATTORNEYS' FEES), LOSSES AND DAMAGES RESULTING FROM OR ARISING OUT OF THIS
CONTROL AGREEMENT AND NOT DUE TO THE TRUST'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, INCLUDING AS A RESULT OF THE TRUST'S ACTIONS IN HONORING
INSTRUCTIONS FROM ANY PROPERLY AUTHORIZED PERSON BELIEVED TO BE AUTHORIZED PRIOR
TO RECEIPT OF NOTIFICATION TO THE CONTRARY OR REFUSING TO HONOR INSTRUCTIONS
FROM PERSONS NOT DEMONSTRATED TO THE TRUST'S REASONABLE SATISFACTION TO BE SO
AUTHORIZED.
THE PLEDGOR AND THE BANK AGREE THAT, IN THE EVENT OF ANY DISPUTE
BETWEEN THEM OR EITHER OF THEM AND A THIRD PERSON IN CONNECTION WITH WHICH THE
TRUST BECOMES SUBJECT TO CONFLICTING CLAIMS WITH RESPECT THE SECURITIES ACCOUNT,
THE TRUST
2
may in its sole and absolute discretion initiate an interpleader action, in
which the Pledgor and the Bank consent to being joined, to determine the
relative rights of the claimants with respect to the Securities Account.
11.
THIS CONTROL AGREEMENT MAY BE EXECUTED IN
ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL, BUT ALL OF WHICH
TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
12.
PLEDGOR ACKNOWLEDGES THAT THIS CONTROL
AGREEMENT SUPPLEMENTS PLEDGOR'S EXISTING AGREEMENTS WITH TRUST.
THIS CONTROL
AGREEMENT DOES NOT CREATE ANY OBLIGATION OR DUTY OF TRUST OTHER THAN THOSE
EXPRESSLY SET FORTH HEREIN.
IF THIS CONTROL AGREEMENT CONFLICTS WITH ANY OTHER
AGREEMENT BETWEEN TRUST AND PLEDGOR, THE TERMS OF THIS CONTROL AGREEMENT SHALL
PREVAIL.
13.
THIS CONTROL AGREEMENT IS AN INTEGRATED
AGREEMENT AND SUPPLEMENTS ALL NEGOTIATIONS AND AGREEMENT WITH RESPECT TO THE
SUBJECT MATTER HEREOF. ANY AMENDMENTS HERETO SHALL BE IN WRITING AND SIGNED BY
ALL PARTIES.
14.
UNLESS OTHERWISE PROVIDED IN THIS CONTROL
AGREEMENT, ALL NOTICES OR DEMANDS RELATING TO THIS CONTROL AGREEMENT SHALL BE IN
WRITING AND (EXCEPT FOR ACCOUNT STATEMENTS AND OTHER INFORMATIONAL DOCUMENTS
WHICH MAY BE SENT BY FIRST-CLASS MAIL, POSTAGE PREPAID) SHALL BE PERSONALLY
DELIVERED, SENT BY CERTIFIED MAIL OR BY FACSIMILE TO BANK, PLEDGOR OR TRUST, AS
THE CASE MAY BE, AT THE ADDRESS SET FORTH BELOW:
If to Bank:
Comerica Bank-California
9920 S. La Cienega Blvd., Suite #628
Inglewood, CA
90301-4423
Telephone:
(310) 417-5600
Facsimile:
(310)