CONSENT BY PLEDGOR; (II) TRUST
SHALL NOT BE AUTHORIZED TO RELEASE ANY OF THE SECURITIES ENTITLEMENT OR ANY
PROCEEDS THEREOF OR MAKE ANY DISTRIBUTION FROM THE SECURITIES ACCOUNT TO ANY
PARTY OTHER THAN BANK, UNTIL OTHERWISE INSTRUCTED BY BANK IN WRITING;
(III) TRUST IS 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, TRUST
ACKNOWLEDGES AND AGREES TO THE TERMS SET FORTH HEREIN, AND THAT THIS CONTROL
AGREEMENT CONSTITUTES WRITTEN NOTICE TO TRUST AND ACKNOWLEDGMENT BY TRUST OF
BANK'S SECURITY INTEREST IN THE SECURITIES ACCOUNT.
SAID SECURITY INTEREST
SHALL BE NOTED BY THE TRUST ON ITS BOOKS AND RECORDS.
5.
TRUST HAS ESTABLISHED THE SECURITIES
ACCOUNT IN PLEDGOR'S NAME.
A TRUE AND COMPLETE COPY OF THE ACCOUNT AGREEMENT
ENTERED INTO BETWEEN PLEDGOR AND TRUST WITH RESPECT TO THE SECURITIES ACCOUNT
(THE "ACCOUNT AGREEMENT") IS ATTACHED AS EXHIBIT A.
EXHIBIT A IS 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 TRUST BY PLEDGOR WITH
RESPECT TO THE OPERATION OF THE SECURITIES ACCOUNT ("PERMITTED LIENS"), TRUST
DOES NOT KNOW OF ANY CLAIM TO OR INTEREST IN THE SECURITIES ACCOUNT.
6.
TRUST SHALL SEND COPIES OF ALL
STATEMENTS AND CONFIRMATIONS REGARDING THE SECURITIES ACCOUNT SIMULTANEOUSLY TO
PLEDGOR AND TO BANK.
TRUST SHALL PROMPTLY NOTIFY BANK AND PLEDGOR IF A PERSON
ASSERTS A LIEN, ENCUMBRANCE OR ADVERSE CLAIM AGAINST THE SECURITIES ACCOUNT.
7.
TRUST SHALL NOT AGREE WITH ANY THIRD
PARTY THAT TRUST WILL COMPLY WITH ENTITLEMENT ORDERS FROM THE THIRD PARTY.
TRUST 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.
TRUST SHALL NOT
PERMIT PLEDGOR TO TERMINATE THE SECURITIES ACCOUNT WITHOUT BANK'S WRITTEN
CONSENT, WHICH SHALL NOT BE UNREASONABLY WITHHELD.
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.
TRUST'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 TRUST'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