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FARMERS & MERCHANTS BJ\i'JKOF LBNG .~EACH DepositOry .and Safekeeping A{lr,~ment ·
Monex_O.eposit Company CMPC') Company.Narrre
Monex Credit Company fMCQ") Ccmpacy~ ,
4910 Birch St ${roetM~
Nevmort Beach, CA 92660 City. St:ate.'Pco'llr>e~>;P~al Ctx!e
Thls represents the agre~ment ("Agreement'') betvveen Farmers & Merchants ~nk of Long Beach ('Bank") and the above named compan[es (cqliectively, and jointly and severally, ~eompan)n {tqgel:her, ':the Parties" and eacb a ~party"), wfl:h respect to the Bank~s acc:;ep't!ng,. hdidirig as :Custodian, reporting, transferrf~g anq delivering valu~bte as~ets of the Company and the Com;pO:ny's ~omers, including: a) bar, oo\n or other form of preqiouS metals ~;aid to contain gold, silver, platinum, orpa.lladiorn, b) en¢apsufated and clearly identified coins certified by an .entity accE;ptable .to Deppsltory, c) negotiable and ndrrnegotiable Watfehouse receipts for such precious metals, and. d} other similar items tAssets" ) by and at the direction of Company. Pu~antto thiS Agreement, any bu!llon and coins held by Bank ~preslimting "inventolf of the Company shall be those of Company and not bul!lon or coins owned by Company's customers.
1. AUTHENTICATED N.OT!CE I AUTHORIZED SIGNERS. Fer purposes of thrs Agrel;lment, ''Authenticated Notice" shall mean r:;!etall~ inSUvcfions describing Company's requested tram;ac:tion and dir~ting Bank to a~ct the same, sent to Bankas e1thera teste~ e-mail message, or a facsimile signed by one or more Authorizeo Signers of Company. Exhlblt A atfuchect hereto fists Company's Authorized Signers.
2. ACCOUNTS. Altsl'llpments ofAssets delivered to Bank hereunder will be stored by Bank as <::~jstodian and.shall be rrl">tiot,.rl in accordance with instructions Of Company, to two accounts {"Accounts") established. by and for Company
"Company Accdunf} and COmpany's customers (the "Customer Account"). Upon at least one f!} business day's prior Aufuenticated Notice,. Bank will transfer Assets from one of these accounts to the o1ber or to another designated acr...ount at Bank, or prep;are Assets for delivery out of Bank's custody in acoordanee witt! Company's Authenticatec! Notice. As used .in thisAgreeme;nt the term "business !lay" shall mean a day tm:~t is not a Saturday, a Sunday or a day which the New '(6tk Mercantile Exchange is closed for r~ulartrad!ng bu.SJness..
J. DEUVERY TO QEPO,~f[OR"(. Regarding any reasonable size shipments of Assets, during :9uch hours as may be mutualJy agreed l)pon and upon at !easttwo (2} t>~siness days' prior Authenticated Notice, Bank:will receive · shlpmerrts of ASsets .for tne Company Account and! or the Customer Account Regai'Cj!ng any size shipment where arrangementfor receipt}lli.thrni,wp {2) busfness days' is lmpractical or unreasonable, Bank reser\tes ~he right to require up to four (4) business.days' prior Authenticated Notice :for delivery.
4. STORAGE OF AS.~ETS, BankwiU store such shipments of Assets received by or for Company and/or Company's customers .in facilities in :th!9' Statl;!s of C~lifomi,a or De!av.rare. Company may choose to have coins an~ bars stored without rE3gan:i .. to ye.~ pf ~nintage.:Clr conditicm ("s.tandar.i:f Products~} The fee;s qharged for t!'Je seJVices rendered hereunder are Ot!!:linedi.n .Exhlbi(B. Coins certified. and encapsulated. py a third party 9113:ding seryjce Will be stored, transferred 12\lld sh!pp~Sd according to the product description and grade of the c;Qrn, and not unique seliai number or identifier. · ·
5. DELiVERY. FR.PM DEPci;:>S.lTORY, Regarofng any reasonable sizl;l shipments, Sank agrees to use commerclaliy reasonable efforts •ttl prepare A~§ets for dellvery out of Bank's s;:rfekee;ping faCilities Within .t>vo (2} buslnes~ days of receiving Companl(,sAL;!Uiel'lticatep; .Notice. Regarding ~ny shipment where delhtery within t.vo {2} b.usiness days is impractieal.or unreasonable, BankwiU use commerciallyre;asonat;Je efforts to. prepare Assets fordellverywlthin four { 4) business days. 1\!Pfltvithstanding the provisions of this paragm,ph, Company hereby recoanizes tbat unusual depository aclivity may delaY delivery of precious metals beyond four {4} !:nisiness days and Bank shall not be Hable for any damages a!islng from su¢h delays_
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6. SAFEKEEPlN,t::J OF.PREClOU~ .fl/l~ALS FOR COMPANY CUSTOMERS. The Corbpa!ly l;las developed a program (the "Atlas Account") which invohr~?~ tne·extenslon of credit by MCC to customers who wish to finance purchases of precious metals from MDC, In the Atla$ ;Accqupt, such extensions of credit a~ secured by· gol(:l.,silyer or platinum bullion or bulk ooJns or pallaqlum bulfion.(c61lecpveiy; !:he 1Preci~us Metals~) sold to. crotherw~e: .owned by such customers ("ptistpme~~) ar~ the Precibti.S Me:tals ~re delivered into and held forth~. aecountofthe Customers by financial institutions such as me Bank. ·
The COmpany desires tha~ the Baok act as a depository for such encumbered precious Met;;~Js ownE3q by Customers and on the. :terms E~n!.i condition$ setfortn herein, the Bank agrees tq act as a qepository. The Bank is currently acting as a depository for approximately 2009 COmpany Custom~J1S asofthe date hereof .and this Agreemen~ shalf supersede anp replace all prior agreements related to those existing accounts and shall govern the relationship be'Nveen the Bank and the Company related to those and new Company Customer accounts.
After tl'le execUtion of tllis Agreement, the Bank shall open an account under the name "Monex Customers' Commodlti~s Account" (the "Custqmer Account"). The Customer Account shall be maintained for the exclusive purpose of. receiving and. holding Precious Metals owned by Customers. The Bank acknowledges, however, that MCC will generally have security interests in ali fue Precious Metals in the Customer Account
a. Deposits lnto. and Wrtl:u::bawats From the Customer Account. At the end of each Business Day (a day that is not a Satl.1rd<=!y, Sunday: or holidi:!Y or other day on which Bank is not open for.busine?S}.the Company shall deliver various Preciqus l\f!etais. tO the B~nk for deposit to the Customer Account or instrucnons to transfer various Precious Metals from.t'1e Company Ac~ut!t and! or other accounts with the Bank to the Customer Account or :from the Customer Accquntto SUCh other Company accounts with the f:3ank or to sue~ .other depositorie.s as specified ln the instructions. The B{lnk snail accept a!! such deliveries into the Cust...omer Account and shall.make aH transfers on its books in accordance w~hthe Com~ny's instructions. An such transfers. Into ani;!• frornthe Customer Account to other Company accounts at the Bank shall be made on the Bank's qooks on:tt~e next Business Day following t1e Bank's receipt ofthe Company's instructiOns to make such transfer. AI! deliveries to other depositories shafl be made in accordance with t.'"le Company's instruction.
b. State!'l)ents of Ownership Interest. Concurrently with me delivery of the instn.(ctions specified in Section 6.a of this Agree!ffien~; til~. qo.nj~flnys~~Jt delryer to the Bank a report (the "Report!') .lr~ing til~ .rtames of th~ .Customers. who should be ref!~d! <:iS owning th~ Precious Metals in the Customer Account, .~QE!~her with. the amount and type of Precio~s M$ls owr~;aP l;ly~ach :Such Customer, after !:he tra~ers spe;cmed li; !:l;ie ~ccOmpanying instructions from the Companyhav~ f:!eenmada lfthe amount of any type of Precious Metat In 'the CU$tomer Ac~w'lt after the completio~J.t;>f a!I.such .• ~~fers.is. or will be less than or greateitnan that specified in the .Report, tt;e·Bink shall promptly give the Cpmp~(t such fact, \Which notice sha!l :SP~c!tY the amount oHh¢. deficiency or. excess fore~Ch specific~ . . . . . . . On reeeipt of such notice, the Company may then deposihiny additional P@ous Metals ink! tl)e Customer Account and. provide supplemental instructions· tq correct any such deficiency .. The Bah\<l shall aceept a!! such deliveries and make an such transfers as soon as p()ssi.ble after receipt of the Company's .instn:tctions t.l1erefor.
The Bank's r.epords shaH be adjusted each Business Day to a-eflectthe ownership interest in the Precious Metals ln the Customer;Aoc~untr~ected In the Report given the Bank by the Company at tt)e close of ti'je prece<ling .Business Day. The Bal)k acknowledges th~ {1) the Company is the agent of each of lts Customers for purpqses of directing the Bank as. bail?e fqr ~tlch. Customer to. deH~r Precious ~etals held. in the Customer Accaunt wt)ich are owned by t'le Customer to. the Comp?ny or any third party and .(2) the .Customers reftect~cnn the Bank's records {as modffied each B;usiness; Day pur$ljantto the f{eport given the Bank 6y the Company atthe qlose of :tne pre~ding Busine?S Day)~ qwriing.th~ PreciousMeta!sir. the Customer Account are the owners of suchPr~~1ous Me~lsas specified ln such Bank reco~cls. ~Each iSuch statement shall. have prin~ or stamped upon its fl!icein a promlnent~hion the word "non-:neg()tiab!e:" TheBankhereby <l~knowledges that the failure to prjnt or s~arqp. the word "non-negotiable" on the front ofeach such. statement may adversely aff-ect the security interest of MCCin the Precious Metals held in the Customer Account· ·
' c. Monex Credit Company•s Security interest.
i. No'ijce i}f1dAc!mq~ledgm~ntof Security Interest. MCC .he~eby notifies the Bank and the Bank hereby acknowledg~rec~\pt.of notif!~on.thatthe Preclous Metals he let in the Customer Acc:qunt are :generaliy..subject to security interestlj; ~ri fa:iRf· Of. MCy: .· MCC hereby notifies ,the Bank and the Bank hereby acknowledges further th~ MpC's seeur]l:yi~tJ;:re.s~ in ;a~~llP~ciqus Metals are gen~ral!y being pelfecteo n9t by filing of<a.fim3ncliJg statement wtth any go\(e(!)ry:te~t~;office;, P.(Jtral;h~r:. undertfie provisions of the Califorrri.sUniform Commercial COde by MCC's notification of the Sarli< as a bailee that it has security Interests in those Precious Metals.
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it. Covenants ofC~operat!~n,, The Bank hereby agrees not to release a,mr Precious Mei:qls held.in the Customer Aci::ount to. a Customenlliithout prior authorization from MCC orthe Bank's giving aU east 5 Business Days pr1orwritten notiee to M.C:C. The l:)ank shall notifv MCC promptly oflts receipt of notice of the imposition of any charge, lien, assessment,: sale, encumbrance or Other transfer, ,att$Chment execu~on or othe:rprocess against the' Prec}ous Metals or ofits receipt of any· notice from any other party that such other party: has a SeCIJrity:interesJ: in any of the PrJ=clrius Metals; The. Bank further agrees that upon written notice from MCC of t'le defau!fofa Customer of the payment of any .obligation to MCC, the Bank shall permit MCC to take posse®io" and ~ntrol of any of the Precious. Metals O\i1lf!eid by such Customer and held in the Customer Account "for pur:poses .of foreclosure thereon under MCC's security interest
(;t Compensation of the Sank and Insurance.
i. COnfirmatio!'l ChargeS:. The Bank: will charge MDC $2.00 for each comrnodlty title transfer notice (CTTN) that it sends to Customers for goods received into and released. from the Customer Aecount MDC :'iVUl produce and. bear the ccsl:s of production of the CTTNs and their transmlti:al envelopes. The Bar:~k will provide and bear the costs of postage fur the CTTNs.
ft SeNice Fees .. The Bank will charge MDC monthfy service fees for the Precious Metals held ft;r its Customers !
FEES. ExhJbitB attached heretO seits fortJ:l6a~k's current fees and charges fq<rr!ts; seJI'VIces hereunder_ Bank may change tees at any tfme. and frY?mtlme to fiine upon not I~ than thirty (30) 'dais'· noty~e .tpComp~ily. ·.·Company and Customer Assets stored with Bank pursw:infhereto, as well as any oUhe Company,'s adcoiJ,I']tsand the Customer Account with Bank, shall ~e free .of any charge; lien or claim in favor of any. ~rSon dafming t6raugh Bani< ~Ut Company Assets and :the Company Accountsha!l be subject: to the liens in favorof~!{~provid~d)n Section 15 hereot AU .. fees and charges are due and payable to Bank within thirty .(30) days ofthe date:pn Company's invoice. Jf Company is delinquent in payment of such bills, Bank will assess a monthly late fee of$25J)0~ or 1. 112% of any amount past due, whichever is greater.
9. INSURANCE. Bank agnaes to mafnta1n in effect. al.!-risk insurance on Assets :stored for the Company and the customt:1rs, .. Upo~;~· requ~ from Company, Bank wilf provide a Certificate of lnsurance evidencing Insurance coverage for such Assets held in safekeeping by Bank
10. WARRANTY. Company. ~presents and warrants that this Agreement has bet;;n duly authoii:z:ed, executed and delivered by the Company and .constitutes a valid and binding agreement of the Company. The Company represents and warrantS: that its execution and delivery nereof and its performance henaunder .complies and. \V'llt comply with all applicable law. The Compalr)y acknot.llfleqges and agrees that .Ban!< ts entitled to rely on Ccinpany's Authenticated Notices concerning all Acqounts including, but not limited to, deposits, transfers.and deliveries of ~ts as specified herein. Company warrants thataH Authenticated Notices ofthe Company sent or to be ~otto Ban~ in¢h.1ding but not limited to, those p:>n~ming the delivery, tnansfer or shipment of Assets are or will be fully authorized ,by the Company and rts Customers(if applicable) and that Bank may conc!usfve!y rely on the same without independentinvestigation or vermcatfon. The Company ~reby holds Bank harmless from, and inderru;ifies Bank against, aey claims, damages or losses that may arise or t.~at Bank may suffer as a result of Bank's reliance upon Authenticated Notices of the Company. Company warrants that all representations made to Bank pursuant to this Agreerruimt are true and correct in all materia! respects.
11.1NOEMN!FICATION. Company hereby agrees to indemnify and hold Ban!<, its pffice;:s, directors and empfoyees free and hamiless against ajlliabilffies,. damages,. losses, expenses, claims, d eman9s, suits, fines .. (ir judgments, including but not limited to. cost£> a~d attorney fees, Whlch may be suffenad by, accrued. against, charged to or recov~bre from Bank, its officers, di~qr$, or employees arising out of Cof:npany's acts or omissions unqer this AgiFaemeri~ qr with respect tp. the Assets, ex~pt to the eXtent such damages or liability results solely from the gross negligence or intentionat miscondvctof Bank. its. officers, directors, employees or agents. ·
12. NO THIRD PARTYBENE_FIT. Except as specifica!!}t provided herein, this Agreement is "'ntered irlt9 solely for the benefit of the !+arti~ and it is the intent oftne parties that it shaD not be the basis of any cagse of acfjon by any third party. Compal,'ly agree$ that it ;.,Yi!l not represent to anyone that it is in any way affiliated with :Or an agent: of Bank. Company agrE!es; covenants, repi'Efsents and warrants that ahy l;lul!ion and corns held by S~nkr:epresentlng llinventory~ of the (:;ompany shafl be those of Company and not bullion or coins owned by .Company's Customers.
13.1NDEPENDENT CONTRACTOR, It is understood and agreed upon that Bank's relatior)ship wlth the Company is that of a collate-r~l cUstodian and this Agreement shan not be construed to create a par:tner:Ship, affi!late, joint venture, agency oremployer~employee·refationshlp bei\'Veen Company and Bank ·
14.UNIN.SUREO SHIPMENTJNDEMNifiCATION. Company may.request from time to time that Bankship Company or Customer ~ts iri Bank's Custpdy by certain. uninsured carriers and the Parties aci<rlowledge an'ci . understand that it is possible, in such ins!anee, that neither Company, a Cusfumer, ne>r Bank may be entitled to re[fnbursement from any insurance or other source, ff any of sucn Assets become damaged in transit, do ncitreacb 1he .intended recipient to which Company he$ directed.,they be sent or if Company suffers a loss arising from an act or om1$Sicin of such carrier. Company hereby ·re[ea$es Bank from any !iabllJty, I?SS, cost, expense, ·or damag.e, and.agrees to promptly indemnify Bank ana ,hold Bank harmless against any liabilrty, loss, cost, e)(pense or !:lamas~ which Ba~ may incur as a result of. in Connection W[th I or arising in any manner WhatSoever from Bank 'Shipping \Assets by such uninsured carrler at Company's requeSt ·
15. SET-OFF. Cqmpany ;agrees that Ban!<. snail. have a right of set...mf against all Company accounts with Bank or any Bark affiliate.Cqmpany E!g~ that Bank niaY, at its rlispr~tlof1 ho.ld as securl!Y:Or ~!!Assets in Company's accounts to pay off any amoqnts Cqmpany may owe Bank or any Bank; affitia:te. tf Bank mat<;~ an off-set against any COmpany account, Company·agrees to release ana indemnify Bank and its affiliates from a!l·liaoil!ty for~oelraci!ons. ·
16. SECURITYAGREEMEN:r I WAREHOUSEMAN UEN. Bank, in addition to .any. rights lt mcry have PU!'Suant to any security documents or other.vise between Company and Bank, in its capacltf as custodian hereunder, shall have all rights, inclUding the rights to a warehouse Hen in the i\s~ets to the greatest extentprovided by Artic!e7 of the Uniform Commercial c~- ln additign, .as security for the performanca of au of.Company's ol;>ligatiOns h~?reunder, lncluding but not limited to, the pa~entofall fees and expenses owed Bank hereunder and the payment ofal! indemnities .
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owed to Bank hereunder, whether oow existing or hereafter incurred, <;:;orrmany does hereby grant Bank, in its capacity as custodian he~eunder; a ~eciirity interest in the Company Ass(:!ts held hereum:ler, in the Company Account and in the customer accounts\IVitbthe Company which are secured by Assets In the Customer Account Upon default by Company, Bank sn~ll have, in ;addition to ~l other rights and remedies conferred on Sank hereunder, !he rights and remedies ofa secureq party und~r.,try~ L!niform Commercia! Code. Compa~w snail paytoBankany and all fees and expenses, including t'~a$onable attorney fees, incurred by Bank in connection with its enforcement of this Agreement Comparwhetei:iy authorizes Bank to file and finanCing statements requ!rE!Q t.mderJ:he Ur:tlform Commercial Code and to take such actions as may be required to perfect or continue the perfeclion of the security interest granted· pursliant hereto,
11. FORCE li/JAJEURE. Bank shall not be liable for loss, damage or destruction of Assets or for non--performance or delavs of service, damage, liability, or expense directly or indirectly caused by or contributed to by or arising from: (i) any ;hem\ca!, b1ok:igical, or electromagnetic weapon; (ii) the use or operatlnn, by anyone not an. employee or agent pf tt'"le Bank or its affiliates, as a means for inflicting harm, of any computer, computer system, computer software, computer soft:ware . .program, maliqoUs code, computer viru$ or process or any other electronic system; {iii) ionizing radiations frpm or co~tamlnatlon by radioactivity from any nuclear fuel or from any nuclear waste or from the combustion of nuclear fuel; {lv) the. radioactive, toxic, explosive or other hazardous or contaminating properties of any nuclear installation, reactor or other nuclear assembly or nuclear component thereof; (v) any weapon or device employing atomic or nuqlear fission and/or fusion or other llke read:lon or radioactive furce or matter, or (vi) the radioactive, toxic; explosive or o~hf!r hazardous or contamim3ting properties of any radioactive matter. The exclusion in this sub-clsuse {vi) dl;les not eXtend to radioactive lsotopes, other than nuclear fuel, whem such isotopes are being prepared, carried, storec;!, or used fur commercial, agricultural, medical, sclentinc or other similar peaceful purposes.
18. CONF10ENT!AUT'{, .. In connection wlth this agreement, Company or Bank may receive certain non..pubilc information regan:flng the businesses and cusromers of each other along with analyses, compilations, studies or other documents or. oili.er records. that contain or otherwise reflect or are generated from such non-public information (hereinafter"lnformation~).· The Company and Bank hereby agree (a) to keep the hiformation oo~dentia~ (b) not to disclose the Information to third parties 11vitbout the prior written consent of me other party, excepHo employees and agents that hq.ve a need to. view the Information specfficalfy and who are bound by the ob~igafion of confidentiality; {c) not to yse the Information in a11y way a<f',rerse to the interests of Company or Bank, and (d) to impose the requirementS in this pa\agraph on any subcontractors, agents, affi!Iates and other third parties. Furthermore, Company and Bal}kag~eeto treat confidentially any and an discu~sions and.meetings they may have with each other. The parties further agree that thls obligation wm remain effective after termination .ofthis Agreement
19.ANTI-MONEY LAUND:Ef'UNG PROGRAM. lf Company is subject~ the USA PATRiOT Act, ii; certifies that it has a wrrtten anti-money. !aund~ring program of compliance and supervisory procedures that complieswlt11 the fnterim Final Rule under the USA PATR!OTAct Additionally, the anti-money laundering pr:qgram has been adopted by the Company, apd provi~s for staff training and periodic audits to test efficacy of the anti-money laundering program and its procedures. Company shall complete the certfficate attached hereto as Exhibit C.
:20. P~OPER SQOK~ ANP RECORDS.. Company certifies that it maintains proper books and records In accordance with generatiy accepted accounting rules of the United States.
21. ACCOUNT D!~H?REPA~CIE;S P.NO CUSTOMER COMPLAINTS •. Company agrees to. cooperate 1uUywith Bank to resolve any Company Account orCustcmer Account discrepancies, or questions or complaints Company 'may have regardlng sue() ac;Counts: • Company agrees to notify Bank promptly of any complaints Its customers make to Company about the Customer Account or Bank's servlces.
:22. GENERAL TERMS~ This .. A,greementconstiti.ltes the entire agreement petsveen the Parties. This Agreement may be amended<;>nly by <o ;,vriting signed by al! Parties. Tnis Agreement sh~ll continue until terminated by ninety (90} days written noticE,~ oftef!Tlination by €lither Party tq the other. This Agreement shall be governed ,by the laWs of the State of Cafifomia, Vlfith~ut regqrd to its conflict of laws principles. This Agreement shalf be binding upon ~nd tn1.1re to, the benefit of the parties hereto and their respective successors and assigns; provided, however, that none oft'1e parties hereto m<i\Y voiuntanly traf'!ster all or· any part of its. duties, cbilgatlons or rights under thls Agre~ment without the prior written consent of the pther parties hereto. Any .such attempt at assignment or other transfer without such prior written consentshan.b.e void,.and the consent by the parties hereto to one stich transfer shall not be deemed a consent to any S1Jbsequer;ttti'ansfer~ The invalfdlty or un-enfbrceabT!ity of any provision of this Agreement shall not affect the va!idlty or ehforceabi!ity of any other provision of this Agreement and !his Agreemertt sball remain in full force and effect so long .• as th~ economic or other legal substance of the transactions orbusiness rel)::ltions contemplated he~inare not materially adversely affected. Any vold or unenforceable provision shall.be deemed automatically replacect by such valid and enforceable provision which most c!osety reflects the ongh1al intentions of the Parties with res.pi:!Ct thereto. Np failure on the part of any party hereto to exercise, and no delay In exercising, any right, power, or remedy nereunde.r shall operate as a v•aiver thereof; nor shall any single or partial exercise or waiver
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of any right, power orremedy hereunder pfe9lude any other or furtrter exercise thereof or the exercise of any other right, povver or remedy, .
23.NOT!CE.
a. P.;ccount Statements, invoices and. Notices sent by Bank toComrrany sha!! be sent to Company's address noted above to the attention of BrianD, Jenkins.
b. All notices sent by Company to Bank. shall be sent as foflows:
Farmers & Merchants Bank of Long Beach Attn: John Hinrichs 302 P!ne Ave. Long Beach, CA 90802
c. Any notice, request, demand or any other communiC<~tion required or permitted hereunder shall be deemed to have been recei\red by the party to whom addressed on the day it is personally de!ivened, or seventy-:-tv.to (72) hours after it is deposited ln the United States mail, registered or certified mall, postage prepaid, return· rec::erpt r~uested, or on the day it is deposited with a public telegraph company for transmittal, charges prepaid, addressed:
24.JUR!SDlCTION, VENUE ANO WAIVER. Company and Bank agree that any controversy or .claim arising out of or relat~ng to tliis agreement, or the breach thereof, shaH be settled qy arbitration ln accordance with the Gomprehensive Arbitr.atio;n ru.les of JAMS, Inc. and that judgment on the award rendered by the arbitrator or arbitrators may be entered in any coi.irt havingjurisdictjonthereof. Parties agree that any arbftration lnitiaj;ed by either Party shall be initiated and t}eld In Oran~e or Los Angeles County, Califomla !f any party to ttl is Agref?mentJnltlates legal proceedings against any pther paey, the prevailing party sha!! be rellT!bursed for its costs and reasonable attorneys' fees incurred fri conriectlon with such proceedings.
25.CERTIFiCATION;· Under penalties of perjury, Company certifies that
a. The number shown on. this agreement is its correct Taxpayer Identification Number (or that Company is waiting for a number to be issu~d to Jt), and
b. 1t is not subject to bacl<up Vlfithholdlng either because lt has not been notified by the lntema! Revenue .Service {IRS) that lt is subject to backup withholding as a .result of a failure to report all interest or dividends, or the !RS has notlfiec!lt that it .is no longer subject to backup withholding.
26.COUNTER?ARTS AND FAc;$.£WLE SIGNATURES. This Agreement may be executed in separate counterparts, each of which wm be an originfl! but all of which will constitute one and the same instrument Facsimile and electronic s1gnatures shall be treated as originals for all purposes.
Accepted and agreed to as of the date first above stated;
Monex Deposit Company, a Ctdifornia Umited Partnership "MDC"
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Monex Credit C<>mpany, a Cafifornia Ul'!lit~d Partnership "MCC"
By: Metco f1lianagement Corporation, a CA Corp as General Partner
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