instructed to hold the
Securities Account and Securities Entitlement for the benefit of Bank; and (iv)
Bank shall be the only person authorized to make any withdrawals of and/or to
authorize or receive any distribution of or relating to the Securities
Entitlement.
4.
BY ITS EXECUTION HEREOF, SECURITIES
INTERMEDIARY ACKNOWLEDGES AND AGREES TO THE TERMS SET FORTH HEREIN, AND THAT
THIS CONTROL AGREEMENT CONSTITUTES WRITTEN NOTICE TO SECURITIES INTERMEDIARY AND
ACKNOWLEDGMENT BY SECURITIES INTERMEDIARY OF BANK'S SECURITY INTEREST IN THE
SECURITIES ACCOUNT.
SAID SECURITY INTEREST SHALL BE NOTED BY THE SECURITIES
INTERMEDIARY ON ITS BOOKS AND RECORDS.
5.
SECURITIES INTERMEDIARY HAS ESTABLISHED
THE SECURITIES ACCOUNT IN PLEDGOR'S NAME.
A TRUE AND COMPLETE COPY OF THE
ACCOUNT AGREEMENT ENTERED INTO BETWEEN PLEDGOR AND SECURITIES INTERMEDIARY WITH
RESPECT TO THE SECURITIES ACCOUNT (THE "ACCOUNT AGREEMENT")IS ATTACHED AS
EXHIBIT A.
EXHIBIT A CONTAINS A COMPLETE AND ACCURATE STATEMENT OF THE
INVESTMENT PROPERTY, FINANCIAL ASSETS AND CREDIT BALANCES CREDITED TO THE
SECURITIES ACCOUNT AS OF THE DATE(S) SET FORTH IN THE STATEMENT.
EXCEPT FOR THE
CLAIMS AND INTEREST OF BANK AND PLEDGOR IN THE SECURITIES ACCOUNT AND LIENS TO
SECURE FEES OWED TO SECURITIES INTERMEDIARY BY PLEDGOR WITH RESPECT TO THE
OPERATION OF THE SECURITIES ACCOUNT ("PERMITTED LIENS"), SECURITIES INTERMEDIARY
DOES NOT KNOW OF ANY CLAIM TO OR INTEREST IN THE SECURITIES ACCOUNT.
6.
SECURITIES INTERMEDIARY SHALL SEND
COPIES OF ALL STATEMENTS AND CONFIRMATIONS REGARDING THE SECURITIES ACCOUNT
SIMULTANEOUSLY TO PLEDGOR AND TO BANK.
SECURITIES INTERMEDIARY SHALL PROMPTLY
NOTIFY BANK AND PLEDGOR IF A PERSON ASSERTS A LIEN, ENCUMBRANCE OR ADVERSE CLAIM
AGAINST THE SECURITIES ACCOUNT WITHOUT BANK'S PRIOR WRITTEN CONSENT, WHICH WILL
NOT BE UNREASONABLY WITHHELD.
7.
SECURITIES INTERMEDIARY SHALL NOT AGREE
WITH ANY THIRD PARTY THAT SECURITIES INTERMEDIARY WILL COMPLY WITH ENTITLEMENT
ORDERS FROM THE THIRD PARTY.
SECURITIES INTERMEDIARY SHALL NOT AMEND THE
ACCOUNT AGREEMENT, INCLUDING ITS CHOICE OF LAW CLAUSE AND THE PROVISION
PROVIDING FOR TREATMENT OF PROPERTY HELD IN THE SECURITIES ACCOUNT AS A
FINANCIAL ASSET, WITHOUT BANK'S WRITTEN CONSENT.
SECURITIES INTERMEDIARY SHALL
NOT PERMIT PLEDGOR TO TERMINATE THE SECURITIES ACCOUNT.
8.
THE RIGHTS AND POWERS GRANTED HEREIN TO
BANK HAVE BEEN GRANTED IN ORDER TO PERFECT ITS SECURITY INTEREST IN THE
SECURITIES ACCOUNT, ARE POWERS COUPLED WITH AN INTEREST AND WILL NEITHER BE
AFFECTED BY THE DEATH OR BANKRUPTCY OF THE PLEDGOR NOR BY THE LAPSE OF TIME.
SECURITIES INTERMEDIARY'S OBLIGATIONS UNDER THIS CONTROL AGREEMENT SHALL
CONTINUE IN EFFECT UNTIL THE SECURITY INTEREST OF BANK IN THE SECURITIES ACCOUNT
HAS BEEN TERMINATED PURSUANT TO THE TERMS OF THE SECURITY AGREEMENT AND BANK HAS
NOTIFIED YOU OF SUCH TERMINATION IN WRITING.
UPON RECEIPT OF SUCH NOTICE
SECURITIES INTERMEDIARY'S OBLIGATIONS UNDER THIS CONTROL AGREEMENT WITH RESPECT
TO THE OPERATION AND MAINTENANCE OF THE SECURITIES ACCOUNT AFTER THE RECEIPT OF
SUCH NOTICE SHALL TERMINATE, BANK SHALL HAVE NO FURTHER RIGHT TO ORIGINATE
ENTITLEMENT ORDERS CONCERNING THE SECURITIES ACCOUNT AND SECURITIES INTERMEDIARY
MAY TAKE SUCH STEPS AS THE PLEDGOR MAY REQUEST TO VEST FULL OWNERSHIP AND
CONTROL OF THE SECURITIES ACCOUNT IN THE