Reso 2007-1183 - Laserfiche WebLink

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PLEDGED COLLATERAL ACCOUNT CONTROL AGREEMENT AGREEMENT dated as of March 3, 2008, among DR. ROBERT M. CORNFELD, PRESIDENT NEWPORT OPERATING COMPANY, having an address at 3850 Hollywood Blvd, Suite 400 Hollywood, FL 33021 ("Pledgor"), CITY OF SUNNY ISLES BEACH, with an address at 18070 Collins Ave, Sunny Isles Beach, FL 33160 ("Secured Party") and LEHMAN BROTHERS INC., a Delaware corporation, having its principal office at 745 7th Avenue New York,NY 10019 ("Intermediary"). WITNESSETH THAT: WHEREAS, Intermediary maintains securities account numberZ-32-3S(pf , titled "JEFFREY CORNFELD TTEE NEWPORT OPERATING CORP 2003 IRREV TRUST DTD 01/01/2003 pledged collateral account FBO CITY OF SUNNY ISLES BEACH" for the purchase, sale and holding of securities and other property (the "Account"); and WHEREAS, the Pledgor has granted to the Secured Party a security interest in the Account pursuant to a certain Promisorry Note dated February 4, 2008 (the "Pledge Agreement"), between the Pledgor and the Secured Party; WHEREAS, the Secured Party and the Pledgor each desire to enter into this Agreement, in order, among other things, to attach and perfect the Secured Party's security interest in the Account; and WHEREAS, the Intermediary is willing to serve as intermediary pursuant to, and subject to, the terms of this Agreement. The parties hereby agree as follows: 1. Pledgor and Secured Party hereby notify Intermediary that by separate agreement Pledgor has granted Secured Party a security interest in the Account and all financial assets and other items therein. Intermediary acknowledges being so notified and confirms that it has no actual knowledge or notice or any restraint, security interest, lien or other adverse claim in or to the Account or any item therein. All items in the Account shall be treated as "financial assets" within the meaning of the New York Uniform Commercial Code (the"Code"). 2. Unless otherwise agreed to by the parties in writing, Pledgor will maintain at least $1.5 million in cash and/or AAA municipal bonds or the equivalent in the Account during the term of this Agreement and prior to Intermediary's receipt of a Notice of Exclusive Control (as that term is defined below). Prior to Intermediary's receipt of a Notice of Exclusive Control, permitted investments for the Account are limited to interest bearing securities or instruments. Except as otherwise provided below, Intermediary shall comply with entitlement orders received from Pledgor (without further consent by Secured Party) until