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EXHIBIT 10.30
[CITIBANK LOGO]
ACCOUNT CONTROL AGREEMENT
DATE: 19th SEPTEMBER 2002
Parties
CITIBANK N.A., AS "SECURED PARTY"
ALLIED WORLD ASSURANCE COMPANY LTD, AS "PLEDGOR"
MELLON BANK, N.A., AS "BANK"
ACCOUNT NUMBER
Background
Pledgor has granted Secured Party a security interest in the
financial assets in
the securities account identified above (the ACCOUNT), maintained
by Bank for
Pledgor, (including any security entitlement) and in the Account.
The parties
are entering into this agreement to provide for the control of the
Account as a
means to perfect the security interest of Secured Party. Bank has
no
responsibility to Secured Party in respect to the validity or
perfection of such
security interest otherwise than to act in accordance with the
terms and
conditions of this Agreement.
Agreement
1. The Account
Bank represents and warrants to Secured Party that Bank maintains
the Account.
Bank represents and warrants that except for the claim and interest
of Pledgor
and Secured Party, or as provided in Section 4 of this Agreement,
Bank does not
know of any claim to or interest in the Account or any financial
assets credited
thereto. Bank, Pledgor and Secured Party agree that the Account is
a SECURITIES
ACCOUNT as that term is defined in Section 8-501(a) of the Uniform
Commercial
Code as in effect from time to time in the State of New York (the
"NYUCC").
Bank, Pledgor and Secured Party agree that each item of property
(whether
investment property, financial asset, security, instrument or cash)
credited to
the Account shall be treated as a financial asset within the
meaning of Section
8-102(a)(9) of the NYUCC.
2. Control by Secured Party
Bank will comply with all notifications it receives directing it to
transfer or
redeem any financial assets credited to the Account (each an
ENTITLEMENT ORDER
as defined in Section 8-102(a)(8) of the NYUCC) originated by
Secured Party and
shall otherwise treat Secured Party as entitled to exercise the
rights in
respect of any financial asset credited to the Account without
further consent
by Pledgor.
3. Pledgor's Rights in Account
Subject to this Section 3, until Bank receives an entitlement order
from the
Secured Party, Bank may accept and comply with any entitlement
order from
Pledgor with regard to the Account or any financial asset as
follows:
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Until Bank receives an entitlement order from Secured Party,
Bank
shall distribute to Pledgor all cash distributions received in
regard to financial assets in the Account. Cash distributions do
not
include any principal received upon redemption or maturity of a
financial asset, and any such cash will be held for the benefit
of
Secured Party.
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Prior to sending an entitlement order to Bank, Pledgor shall
determine that the financial assets remaining in the Account will
be
equal to or exceed the aggregate value determined by Secured
Party
from time to time (the "Required Account Value"). For purposes
of
determining the value of any financial asset Pledgor shall (i)
determine that the financial asset is eligible as collateral as
specified in Exhibit A
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hereto and (ii) use the mark-to-market value provided by
pricing
services used by Bank in connection with the valuation of
financial
assets under similar account control arrangements or for Bank's
trust accounts, in each instance after applying the discount
specified in Exhibit A hereto; provided that in determining if
the
remaining financial assets are sufficient Pledgor shall use the
mark-to-market values of the financial assets reported by such
services not more than the business day prior to the withdrawal
or
distribution of any financial asset. Any financial asset that
cannot
be valued as provided herein and any financial asset subject to
Bank's lien specified in Section 4 shall have no value in
determining if the financial assets to remain in the Account
are
sufficient for purposes of meeting the Required Account Value.
Pledgor may substitute any financial asset for any financial
asset
credited to the Account provided that (i) the financial assets
credited to the Account immediately after such substitution meet
the
Required Account Value as provided in this Section 3 and (ii)
the
financial asset received in such substitution is not subject to
any
lien, security interest, charge or claim in regard to settlement
or
otherwise.
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Bank shall provide Secured Party with electronic access to view
holdings
and
activity in the Account.
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Pledgor shall not direct Bank to release all assets in the Account
or to
close the
Account without Secured Party's consent, and Bank agrees that
it
will not
release all of the assets or close the Account without Secured
Party's
consent.
If Secured Party gives Bank an entitlement order notifying Bank
that Secured
Party will exercise exclusive control over the Account, Bank will
cease
complying with entitlement orders or other directions
concerning