COLLATERAL ACCOUNT CONTROL AGREEMENT

AGREEMENT, dated as of March 3, 2009 (the “Agreement”) between

TALF LLC (“Pledgor”), The Bank of New York Mellon as collateral agent (in

such capacity, the “Secured Party”) and The Bank of New York Mellon as

securities intermediary (in such capacity, the “Securities Intermediary”). 

W I T N E S S E T H :

WHEREAS, Secured Party and Pledgor have entered into the Security and

Intercreditor Agreement dated as of March 3, 2009 (the “Security Agreement”)

by and among the Pledgor, Federal Reserve Bank of New York as senior lender

and controlling party, United States Department of the Treasury as subordinated

lender and The Bank of New York Mellon as collateral agent, pursuant to which

Pledgor has agreed to pledge to Secured Party the Collateral (as defined below) in

order to secure the repayment of Pledgor’s obligations to certain parties as set

forth under the Security Agreement; and

WHEREAS, Secured Party and Pledgor have requested Securities 

Intermediary to hold the Collateral and to perform certain other functions as more

fully described herein; and

WHEREAS, Securities Intermediary has agreed to act on behalf of

Secured Party and Pledgor in respect of Collateral delivered to Securities

Intermediary by Pledgor for the benefit of the Secured Party, subject to the terms

hereof;

NOW THEREFORE, in consideration of the mutual promises set forth

hereafter, the Parties agree as follows:

ARTICLE I

DEFINITIONS

Whenever used in this Agreement, the following words shall have the

meanings set forth below:

1. “Accounts” shall mean the USD account, number which 

is a securities account and such other securities accounts in the name of the

Pledgor established and maintained by the Securities Intermediary in which

Collateral shall be deposited, or caused to be deposited, by Pledgor and pledged to

Secured Party, and any sub-accounts thereunder. 

2. “Collateral” shall mean each item of property and all proceeds

thereof held in the Accounts. 

3. “Depository” shall mean, for purposes of this Agreement only, the

Federal Reserve Bank of New York for receiving and delivering securities

maintained by The Fedwire Securities Service, The Depository Trust Company
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3. “Depository” shall mean, for purposes of this Agreement only, the 

Federal Reserve Bank of New York for receiving and delivering securities 

maintained by The Fedwire Securities Service, The Depository Trust Company 

and any other clearing corporation within the meaning of Section 8-102 of the 

UCC or otherwise authorized to act as a securities depository or clearing agency, 

and their respective successors and nominees. 

4. “Party” means a party to this Agreement. 

5. “UCC” shall mean the Uniform Commercial Code as in effect in 

the State of New York. 

6. “Written Instructions” shall mean written communications 

received by Securities Intermediary by S.W.I.F.T., tested telex, email, letter, or 

other method or system specified by Securities Intermediary as available for use 

in connection with the services hereunder. 

The terms “Managing Member”, “Person” and “Waterfall” are defined 

in the Security Agreement. 

The terms “entitlement holder”, “entitlement order”, “financial asset”,

“investment property”, “proceeds”, “security”, “securities account” and 

“securities intermediary” shall have the meanings set forth in Articles 8 and 9 of 

the UCC. 

ARTICLE II 

APPOINTMENT AND STATUS OF SECURITIES INTERMEDIARY; 

ACCOUNTS 

1. Appointment; Identification of Collateral. Secured Party and 

Pledgor each hereby appoint Securities Intermediary to perform its duties as 

hereinafter set forth and authorizes Securities Intermediary to hold Collateral in 

the Accounts in registered form in its name or the name of its nominees. Parties 

agree that all financial assets (except cash) in the Accounts will be registered in 

the name of the Securities Intermediary or the name of its nominees and no 

financial asset in the Accounts will be registered in the name of the Pledgor, 

payable to the order of the Pledgor or specially indorsed to the Pledgor unless 

such financial asset has been further indorsed to the Securities Intermediary or in 

blank. Securities Intermediary hereby accepts such appointment and agrees to 

establish and maintain the Accounts and appropriate records identifying the 

Collateral in the Accounts as pledged by Pledgor to Secured Party. Pledgor 

hereby authorizes Securities Intermediary to comply with all Written Instructions, 

including entitlement orders, originated by Secured Party with respect to the 

Collateral without further consent or direction from Pledgor or any other Party. 

The Parties hereby agree that the Accounts are and will remain securities accounts 

as defined in Section 8-501 of the UCC and the Secured Party is an entitlement 

holder with respect to the Accounts. 
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2. Status of Securities Intermediary and “Financial Asset” Election.

The Parties agree that Securities Intermediary is a securities intermediary, and 

intend that each item of property (whether investment property, financial asset, 

security, instrument, cash or other property) held in the Accounts shall be treated 

as a “financial asset” within the meaning of Sections 8-102(a)(9) and 8-103 of 

the UCC. 

3. Use of Depositories. Secured Party and Pledgor hereby authorize 

Securities Intermediary to utilize Depositories to the extent possible in connection 

with its performance hereunder. Collateral held by Securities Intermediary in or 

maintained by a Depository will be held subject to the regulations, rules, terms 

and conditions applicable to such Depository. Where Collateral is held in or 

maintained by a Depository, Securities Intermediary shall identify on its records 

as belonging to Pledgor and pledged to Secured Party a quantity of securities as 

part of a fungible bulk of securities held in Securities Intermediary’s account at 

such Depository. Securities deposited in or maintained by a Depository will be 

represented in accounts which include only assets held by Securities Intermediary 

for its customers. 

4. Entitlement Orders. Securities Intermediary agrees to comply with 

any “entitlement order” (as defined in Section 8 102 of the UCC) originated by 

Secured Party and relating to the Accounts or any financial asset credited thereto 

without further consent by Pledgor or any other person. Pledgor consents to the 

foregoing agreement by the Securities Intermediary. 

ARTICLE III 

COLLATERAL SERVICES 

1. Transfers; Substitutions. The Accounts shall be operated solely on 

the Written Instructions of Secured Party. All transfers of Collateral into or out of 

the Accounts shall be made free of payment. Securities Intermediary shall not 

follow any Written Instructions of Pledgor and shall not permit any withdrawal of 

any Collateral from the Accounts unless, in each case, it has received Written 

Instructions from Secured Party permitting, as applicable, Securities Intermediary 

to follow such Written Instructions of Pledgor or the item(s) of Collateral to be 

transferred from the Accounts. 

2. Payment of Proceeds. Until Securities Intermediary receives a 

Written Instruction from Secured Party to the contrary, Securities Intermediary 

shall credit to the Accounts all proceeds, including without limitation all interest 

and principal payments, received by it with respect to the Collateral. 

3. No Lien or Pledge by Securities Intermediary. Securities 

Intermediary agrees that the Accounts and Collateral in the Accounts shall not be 

subject to any security interest, lien or right of set-off by Securities Intermediary 

or any third party claiming through Securities Intermediary and Securities 

Intermediary shall not pledge, encumber, hypothecate, transfer, dispose of, or 
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otherwise grant any third party an interest in, Collateral, except to the extent set 

forth in the Security Agreement. 

4. Notice of Adverse Claims. Except for the claims and interests of 

Secured Party and Pledgor, Securities Intermediary does not know of any claim to, 

or interest in, the Accounts, any financial asset credited thereto or any security 

entitlement in respect thereof. Upon receipt of written notice of any lien, 

encumbrance or adverse claim against the Accounts or any portion of the 

Collateral carried therein, Securities Intermediary shall use reasonable efforts to 

notify Secured Party and Pledgor as promptly as practicable under the 

circumstances. 

ARTICLE IV 

GENERAL TERMS AND CONDITIONS 

1. Standard of Care; Indemnification. (a) Except as otherwise 

expressly provided herein, and provided that the following shall not be construed 

to relieve Securities Intermediary from its obligations to act in accordance with 

Written Instructions, Securities Intermediary shall not be liable for any costs, 

expenses, damages, liabilities or claims, including attorney’s fees (collectively, 

“Losses”) incurred by or asserted against Pledgor or Secured Party arising out of 

or in connection with the performance by Securities Intermediary of its 

obligations under this Agreement or the Security Agreement, except those Losses 

arising out of the negligence, fraud, bad faith or willful misconduct of Securities 

Intermediary. Securities Intermediary shall have no obligation to Pledgor 

hereunder or in connection with the performance of its obligations under the 

Security Agreement for Losses which are sustained or incurred by reason of any 

action or inaction by any Depository. In no event shall Securities Intermediary be 

liable for special, indirect or consequential damages, or lost profits or loss of 

business, arising in connection with this Agreement. 

 (b) Pledgor agrees to indemnify Securities Intermediary and 

hold Securities Intermediary harmless from and against any and all Losses 

sustained or incurred by or asserted against Securities Intermediary by reason of 

or as a result of any action or inaction, or arising out of Securities Intermediary’s 

performance hereunder or under the Security Agreement, including reasonable 

fees and expenses of counsel incurred by Securities Intermediary in a successful 

defense of claims by Pledgor or Secured Party; provided that the foregoing 

indemnity shall not apply (i) to any Losses arising out of the negligence, fraud, 

bad faith or willful misconduct of Securities Intermediary, (ii) if Securities 

Intermediary does not provide reasonably prompt notice to Pledgor of any claim 

for which indemnification is sought, or (iii) if Securities Intermediary makes any 

admission of liability or incurs any significant expense after receiving written 

notice of a claim, or agrees to any settlement without the prior written consent of 

Pledgor, which consent shall not be unreasonably withheld. Pledgor may, in its 

sole discretion, and at its expense, control the defense of the claim including, 
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without limitation, designating counsel for any indemnified party to control all 

negotiations, litigation, arbitration, settlements, compromises and appeals of any 

claim; provided, that (i) if in the reasonable determination of Securities 

Intermediary there exists a conflict of interest by reason of common 

representation, Securities Intermediary shall have the right to appoint separate 

counsel, (ii) Securities Intermediary may not agree to any settlement involving 

any indemnified party that contains any element other than the payment of money 

and complete indemnification of such party without the prior written consent of 

the affected person and (iii) Securities Intermediary shall engage and pay the 

reasonable expenses of separate counsel for the indemnified party to the extent 

that the interests of such party are in conflict with those of Pledgor. This 

indemnity shall be a continuing obligation of Pledgor, its successors and assigns, 

notwithstanding the termination of this Agreement or the Security Agreement. 

Without limiting the foregoing, Securities Intermediary shall be indemnified by 

Pledgor (to the extent set forth in the preceding sentence) with respect to any 

action taken in response to any Written Instruction actually received by it and 

reasonably believed to have been duly authorized and delivered by Pledgor. 

 (c) Securities Intermediary hereby agrees that any indemnity 

due and payable by Pledgor to the Securities Intermediary under this Agreement (i) 

shall be paid in accordance with the Waterfall as set forth in the Security 

Agreement and (ii) shall be exercisable solely against the Pledgor and in no event, 

against the Managing Member. 

2. No Obligation Regarding Quality of Collateral. Without limiting 

the generality of the foregoing, Securities Intermediary shall be under no 

obligation to inquire into, and shall not be liable for, any Losses incurred by 

Pledgor, Secured Party or any other person as a result of the receipt or acceptance 

of fraudulent, forged or invalid Collateral, or Collateral which otherwise is not 

freely transferable or deliverable without encumbrance in any relevant market. 

3. No Responsibility Concerning Security Agreement. Pledgor and 

Secured Party hereby agree that, notwithstanding references to the Security 

Agreement in this Agreement, Securities Intermediary has no interest in, and no 

duty, responsibility or obligation with respect to, the Security Agreement 

(including without limitation, no duty, responsibility or obligation to monitor 

Pledgor’s or Secured Party’s compliance with the Security Agreement or to know 

the terms of the Security Agreement). 

4. No Duty of Oversight. Securities Intermediary is not at any time 

under any duty to monitor the value of any Collateral in the Accounts or whether 

the Collateral is of a type required to be held in the Accounts, or to supervise the 

investment of, or to advise or make any recommendation for the purchase, sale, 

retention or disposition of any Collateral. 
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5. Advice of Counsel. Securities Intermediary may, with respect to 

questions of law, obtain the advice of counsel and shall be fully protected with 

respect to anything done or omitted by it in good faith in conformity with such 

advice.

6. No Collection Obligations. Securities Intermediary shall be under 

no obligation to take action to collect any amount payable on Collateral in default, 

or if payment is refused after due demand and presentment. 

7. [Reserved] 

8. Effectiveness of Written Instructions; Reliance; Risk 

Acknowledgements; Additional Terms. Securities Intermediary shall be entitled 

to rely upon any Written Instructions received by Securities Intermediary and 

reasonably believed by Securities Intermediary to be duly authorized and 

delivered.

9. Recording of Telephone Conversations. The Parties acknowledge 

that telephone conversations made in connection with this Agreement may be 

recorded. 

 10. Inspection. Securities Intermediary agrees to afford Pledgor and 

Secured Party, and their respective authorized agents reasonable access during 

normal business hours to make examinations of the Records (as defined below) 

and to cause its personnel to assist in any such examinations of the Records, make 

extracts and allow copies of the Records to be made. Such examinations will be 

conducted in a manner which does not unreasonably interfere with the normal 

operations or employee relations of Securities Intermediary. Securities 

Intermediary shall, at the request of Pledgor or Secured Party, supply Pledgor or 

Secured Party with a tabulation of securities owned by the Borrower and held by 

Securities Intermediary in connection with this Agreement and the Security 

Agreement and shall, when requested to do so by Pledgor or Secured Party, 

include certificate or CUSIP numbers in such tabulations. In addition, at the 

request of Pledgor or Secured Party, Securities Intermediary will meet with one or 

more of Pledgor’s directors or designated staff at a mutually agreeable time to 

discuss matters that fall within the scope of this engagement. Notwithstanding the 

foregoing, but subject to the proviso at the end of this sentence, Securities 

Intermediary shall not be required to disclose (and agrees not to disclose or to 

permit the disclosure of) any information to the extent setting forth the unredacted 

identities of the borrowers of TALF Loans pursuant to this paragraph without the 

consent of the Managing Member; provided that Securities Intermediary may, to 

the extent it is authorized to do so under Section 11 hereof, disclose any 

information referred to in this sentence to the Board of Governors of the Federal 

Reserve System and any other U.S. regulatory authorities with direct supervisory 

authority over it. 
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(b) Except as otherwise directed by Pledgor or Secured Party, for the 

term of this Agreement, Securities Intermediary shall keep and retain and make 

easily accessible all information, materials and records (collectively, “Records”)

in whatever format which it has or which comes into its possession in connection 

with the transaction and the services provided under this Agreement, in each case 

to the extent consistent with Securities Intermediary’s internal records and 

maintenance and records retention policy; provided that prior to any destruction 

of any Records by Securities Intermediary in accordance with such policy, 

Securities Intermediary shall notify Pledgor and Secured Party and provide 

Pledgor and Secured Party with an opportunity to take possession of such 

Records from Securities Intermediary. Upon the termination of this Agreement or 

its services hereunder, Pledgor and Secured Party shall, in good faith, agree on the 

timing and mechanism for transferring all Records to Pledgor. In transferring 

such Records, Securities Intermediary shall provide a certificate of an officer 

certifying as to whether (a) it has kept and retained the Records in accordance 

with the requirements set forth herein and (b) the Records being transferred 

represent all of the Records that have not been previously delivered or destroyed 

in compliance with this paragraph. Notwithstanding the foregoing, Securities 

Intermediary may make and retain copies of Records to satisfy existing internal 

audit, compliance or record retention requirements; provided that the certificate of 

the officer includes information as to the copies of Records that it is retaining. 

11. Confidentiality. Secured Party and Securities Intermediary agree 

to keep confidential all nonpublic information provided to them by the Borrower 

(or the Administrator on behalf of the Borrower), the Collateral Agent, the 

Investment Manager, the Controlling Party or any other Person pursuant to or in 

connection with this Agreement, the other Transaction Documents or the MLSA 

in accordance with Section 19 of the Security Agreement. 

12. Force Majeure. Securities Intermediary shall be responsible for 

maintaining and preserving its operations, facilities and systems (including its 

computer and communication systems) in a manner consistent with commercial 

and supervisory standards prevalent in its industry. Securities Intermediary 

agrees that it shall enter into and shall maintain in effect, at all times during the 

term of this Agreement, with appropriate parties one or more agreements making 

reasonable provision for (i) periodic back-up of computer files and data with 

respect to any accounts held by it and (ii) emergency use of electronic data 

processing equipment to provide services under this Agreement. So long as 

Securities Intermediary shall have complied with the foregoing maintenance or 

preservation requirements and provided that any delay or failure to take such 

action as may be required under this Agreement could not be prevented by the 

exercise of reasonable diligence by Securities Intermediary, Securities 

Intermediary shall not be liable for any delay or failure to take any action as may 

be required under this Agreement to the extent that any such delay or failure is 

caused, directly or indirectly, by circumstances beyond its reasonable control, 

including without limitation, acts of God; earthquakes; fires; floods; wars; civil or 
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military disturbances; sabotage; epidemics; riots; interruptions, loss or 

malfunctions of utilities, computer (hardware or software) or communications 

service; accidents; labor disputes; acts of civil or military authority or 

governmental actions; it being understood that Securities Intermediary shall use 

its best efforts to resume performance as soon as practicable under the 

circumstances. Securities Intermediary shall provide Pledgor with written notice 

of failure or delay to take action as may be required under this Agreement. 

13. Pricing Services. Securities Intermediary may, as an 

accommodation, provide pricing or other information services to Pledgor and/or 

Secured Party in connection with this Agreement. Securities Intermediary may 

utilize any vendor (including securities brokers and dealers) believed by it to be 

reliable to provide such information. Under no circumstances shall Securities 

Intermediary be liable for any loss, damage or expense suffered or incurred by 

Pledgor or Secured Party as a result of errors or omissions with respect to any 

pricing or other information utilized by Securities Intermediary hereunder. 

14. No Implied Duties. Securities Intermediary shall have no duties or 

responsibilities whatsoever except such duties and responsibilities as are 

specifically set forth in this Agreement, and no covenant or obligation shall be 

implied against Securities Intermediary in connection with this Agreement. The 

Securities Intermediary has not entered into, and until the termination of this 

Agreement will not enter into, any agreement with any person (other than the 

Collateral Agent) relating to the Accounts and/or any financial asset held thereto 

pursuant to which it has agreed, or will agree, to comply with the entitlement 

orders of such person. 

ARTICLE V 

MISCELLANEOUS

1. Termination. This Agreement shall terminate upon not less than 

ninety (90) days prior written notice of termination from Pledgor, Secured Party 

or Securities Intermediary to the other parties; provided that no termination of this 

Agreement by Securities Intermediary shall be effective until Pledgor shall have 

appointed a successor securities intermediary; provided, further that if Pledgor 

shall fail to appoint a successor securities intermediary within ninety (90) days 

after notice of termination from Securities Intermediary, then Securities 

Intermediary may petition any court of competent jurisdiction for the appointment 

of a successor securities intermediary; provided, further that Pledgor may at any 

time (i) substitute another bank or trust company for Securities Intermediary by 

giving notice as described below to Securities Intermediary, or (ii) immediately 

terminate this Agreement in the event of the appointment of a conservator or 

receiver for Securities Intermediary or upon the happening of a like event at the 

direction of an appropriate regulatory agency or court of competent jurisdiction. 
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2. Notices. (a) Any notice or other instrument in writing, authorized 

or required by this Agreement to be given to Securities Intermediary, shall be 

sufficiently given if addressed to Securities Intermediary and received by it at its 

offices at 101 Barclay Street, 4E, New York, New York 10286, or at such other 

place as Securities Intermediary may from time to time designate in writing. 

(b) Any notice or other instrument in writing, authorized or required 

by this Agreement to be given to Secured Party shall be sufficiently given if 

addressed to Secured Party and received by it at its offices at the address provided 

below, or at such other place as Secured Party may from time to time designate in 

writing.

 

 

 

 

 

 

 

 

(c) Any notice or other instrument in writing, authorized or required 

by this Agreement to be given to Pledgor shall be sufficiently given if addressed 

to Pledgor and received by it at its offices at the address provided below, or at 

such other place as Pledgor may from time to time designate in writing. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
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3. Cumulative Rights; No Waiver. Each and every right granted to 

Securities Intermediary hereunder or under any other document delivered 

hereunder or in connection herewith, or allowed it by law or equity, shall be 

cumulative and may be exercised from time to time. No failure on the part of 

Securities Intermediary to exercise, and no delay in exercising, any right will 

operate as a waiver thereof, nor will any single or partial exercise by Securities 

Intermediary of any right preclude any other future exercise thereof or the 

exercise of any other right. 

4. Severability; Amendments; Assignment. In case any provision in 

or obligation under this Agreement shall be invalid, illegal or unenforceable in 

any jurisdiction, the validity, legality and enforceability of the remaining 

provisions shall not in any way be affected thereby. This Agreement may not be 

amended or modified in any manner except by a written agreement executed by 

the Parties. This Agreement shall extend to and shall be binding upon the Parties, 

and their respective successors and assigns; provided that this Agreement shall 

not be assignable by any Party without the prior written consent of the other 

Parties.

 5. Governing Law; Jurisdiction; Jury Trial Waiver; Waiver of 

Immunity. (a) This Agreement shall be construed in accordance with the laws of 

the State of New York. In connections with its activities hereunder (including as 

a securities intermediary), the State of New York shall be deemed to be Securities 

Intermediary’s jurisdiction for purposes of the UCC (including, without limitation, 

Section 8-110 thereof). 

 (b) Each party hereby irrevocably and unconditionally: 

 (i) submits for itself and its property in any legal action or 

proceeding relating to this Agreement, or for recognition and enforcement 

of any judgment in respect thereof, to the exclusive jurisdiction of the 

courts of the United States for the Southern District of New York, and 

appellate courts thereof; provided that notwithstanding the foregoing, if 

there is no basis for federal jurisdiction in respect of any such legal action 

or proceeding or recognition and enforcement action, then each party 

submits for itself and its property in any such legal action or proceeding or 

recognition and enforcement action to the exclusive jurisdiction of the 

courts of the State of New York located in the Borough of Manhattan in 

New York City, and appellate courts thereof; 

 (ii) consents that any such action or proceeding may be brought 

only in such courts and waives, to the maximum extent not prohibited by 

law, any objection that it may now or hereafter have to the venue of any 

such action or proceeding in any such court or that such action or 

proceeding was brought in an inconvenient court and agrees not to plead 

or claim the same; 
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 (iii) agrees that service of process in any such action or 

proceeding may be effected by mailing a copy thereof by registered or 

certified mail (or any substantially similar form of mail), postage prepaid 

return receipt requested, to Pledgor, Secured Party or Securities 

Intermediary, as the case may, at its address in each case as set forth in 

Article V, Section 2 or at such other address of which the parties hereto 

shall have been notified pursuant thereto; 

 (iv) agrees that nothing herein shall affect the right to effect 

service of process in any other manner permitted by law; 

 (v) agrees that a final judgment in any such action or 

proceeding shall be conclusive and may be enforced in another jurisdiction 

by suit on the judgment or in any other matter provided by law;

 (vi) waives, to the maximum extent not prohibited by law, any 

right it may have to claim or recover in any legal action or proceeding any 

special, indirect, exemplary, punitive or consequential damages of any 

kind whatsoever (including for lost profits); and 

 (vii) waives trial by jury in any legal action, proceeding, suit, 

counterclaim or cross claim arising in connection with or out of, or 

otherwise relating to this Agreement, the Security Agreement, the 

Collateral, or any transaction or agreement related thereto. 

6. No Third Party Beneficiaries. In performing hereunder, Securities 

Intermediary is acting solely on behalf of Secured Party and Pledgor and no 

contractual or service relationship shall be deemed to be established hereby 

between Securities Intermediary and any other person. 

7. Headings. Section headings are included in this Agreement for 

convenience only and shall have no substantive effect on its interpretation. 

8. Counterparts. This Agreement may be executed in any number of 

counterparts, each of which shall be deemed to be an original, but such 

counterparts shall, together, constitute only one instrument. 

9. USA PATRIOT ACT. Pledgor and Secured Party hereby 

acknowledge that Securities Intermediary is subject to federal laws, including the 

Customer Identification Program (CIP) requirements under the USA PATRIOT 

Act and its implementing regulations, pursuant to which Securities Intermediary 

must obtain, verify and record information that allows Securities Intermediary to 

identify each of Pledgor and Secured Party. Accordingly, prior to opening the 

Accounts hereunder Securities Intermediary will ask Pledgor and/or Secured 

Party to provide certain information including, but not limited to, Pledgor’s and/or 
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Secured Party’s name, physical address, tax identification number and other 

information that will help Securities Intermediary to identify and verify each of 

Pledgor’s and Secured Party’s identity such as organizational documents, 

certificate of good standing, license to do business, or other pertinent identifying 

information. Pledgor and Secured Party agree that Securities Intermediary cannot 

open the Accounts hereunder unless and until the Securities Intermediary verifies 

the Pledgor’s and/or Secured Party’s identity in accordance with its CIP. 

 10. Internal Controls. Securities Intermediary shall provide its 

relevant SAS-70 reports to Secured Party on an annual basis, along with quarterly 

attestations that pertinent controls remain in place, and such Sarbanes-Oxley subcertifications as are customarily provided by Securities Intermediary to its other 

customers similarly situated. 

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