Common use of Securities Accounts Clause in Contracts

Securities Accounts. The Custodian has established three segregated non-interest bearing trust accounts designated as the “ACAS Unencumbered Account,” the “ACAS Unfunded CMBS Trust Account” and the “ACAS CDO/CLO Concentration Account” (collectively, the “Securities Accounts”). All Loans deposited by ACAS in the Securities Accounts shall be credited to the appropriate Securities Account as instructed by ACAS. Any and all Loans at any time on deposit in, or otherwise to the credit of, a Securities Account shall be maintained in trust by the Custodian for the benefit of ACAS. Each of the parties hereto hereby agrees that the Securities Accounts shall be deemed to be “securities accounts” (as defined in Section 8-501 of the UCC). Each of the parties hereto hereby agrees that (x) the Custodian shall act as securities intermediary on behalf of ACAS with respect to the Securities Accounts and (y) the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC) for that purpose will be the State of New York. The Custodian hereby confirms and agrees that the Custodian shall not change the name or account number of the Securities Accounts without the prior written consent of ACAS. All securities or other property underlying any “financial assets” (as defined in Section 8-102(a) of the UCC) credited to the Securities Accounts in book-entry form shall be registered in the name of Cede & Co., on behalf of ACAS as beneficial owner, endorsed to ACAS or in blank. The Securities Accounts are accounts to which financial assets are or may be credited and the Custodian shall identify in its records that financial assets credited to ACAS’ Securities Accounts belong to ACAS. Unless otherwise agreed to in a written agreement executed by the parties hereto, if at any time the Custodian shall receive any order from a Designated Person directing transfer or redemption of any financial asset in the Securities Accounts, the Custodian shall comply with such entitlement order without further consent by any other person. The Custodian shall be the “securities intermediary” with respect to all Loans and the Securities Accounts and shall comply with any “entitlement orders” (as defined in the UCC) originated by ACAS.

Securities Accounts. The Custodian has (a) Each of the Collection Account, each Series Account and each other account established three segregated non-interest bearing trust accounts designated as the “ACAS Unencumbered Account,” the “ACAS Unfunded CMBS Trust Account” and the “ACAS CDO/CLO Concentration Account” (collectively, the “Securities Accounts”). All Loans deposited by ACAS in the Securities Accounts shall be credited pursuant to the appropriate Securities Account as instructed by ACAS. Any and all Loans at any time on deposit in, or otherwise to the credit of, a Securities Account shall be maintained in trust by the Custodian this Indenture for the benefit of ACAS. Each the Noteholders, the Administrative Agent, each Currency Hedge Counterparty and each Interest Rate Hedge Counterparty shall be an Eligible Account that is a “securities account” under the New York UCC, and the Issuer hereby grants to the Indenture Trustee (in such capacity the Indenture Trustee shall constitute a securities intermediary) for the benefit of (x) the Noteholders, the Administrative Agent, each Currency Hedge Counterparty and each Interest Rate Hedge Counterparty a security interest in and to the Collection Account and (y) any one or more such Persons, as more specifically provided in the respective Supplements, a security interest in and to each Series Account and each other Securities Account established pursuant to this Indenture or any Supplement, including all Financial Assets credited to such Securities Accounts from time to time. (b) The rights and powers granted herein to the Indenture Trustee that have been granted in order to perfect its security interest in each Securities Account created pursuant to this Indenture and the Security Entitlements to the Financial Assets credited thereto are powers coupled with an interest and will neither be affected by the bankruptcy of the parties hereto hereby agrees that Issuer nor by the lapse of time. The obligations of the Indenture Trustee, as a securities intermediary under this Indenture or under any securities account control agreement, shall continue in effect until the security interest of the Indenture Trustee in each Securities Account created pursuant to this Indenture and all Security Entitlements related thereto has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing, which the Indenture Trustee shall do so promptly upon such termination. (c) There are no other agreements entered into between the Indenture Trustee, as a securities intermediary, and the Issuer with respect to any Securities Account established pursuant to the terms of this Indenture. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail. (d) Notwithstanding anything else contained herein, the Issuer agrees and covenants that each Securities Account will be established only with the Indenture Trustee or another institution that satisfies the eligibility requirements set forth in Section 9.06 (which the Issuer will notify the Indenture Trustee of in writing) which agrees substantially as follows: (i) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee, without further consent by the Issuer or any other Person; (ii) until termination of this Indenture, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (iii) all assets delivered or credited to it in connection with such account and all investments thereof will be promptly credited to such account and shall be treated as Financial Assets; (iv) such Securities Intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each Financial Asset credited to such Securities Account; (v) such Securities Accounts and the property credited thereto shall not be subject to any Lien, security interest or right of set-off in favor of such Securities Intermediary or anyone claiming through it (other than the Indenture Trustee); and (vi) such agreement shall be governed by the laws of the State of New York (without reference to its conflict of laws principles except for Sections 5-1401 and 5-1402 of the New York General Obligations Law). (e) The Issuer agrees, and covenants to cause the Servicer to agree, to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any Financing Statements under the Uniform Commercial Code or this Indenture) as may be determined by the Issuer, the Servicer, the Administrative Agent or the Indenture Trustee to be necessary or appropriate, in order to perfect the interests created by this Section and otherwise effectuate the purposes, terms and conditions of this Section. (f) The Indenture Trustee (in its capacity as a Securities Intermediary for the Collection Account and each other Securities Account established hereunder) hereby confirms that, notwithstanding anything to the contrary, New York state shall be deemed to be “securities accounts” (as defined in Section 8-501 the location and jurisdiction of the UCC). Each of Indenture Trustee (in its capacity as Securities Intermediary for the parties hereto hereby agrees that (xforegoing accounts) the Custodian shall act as securities intermediary on behalf of ACAS with respect to the Securities Accounts and (y) the “securities intermediary’s jurisdiction” (within the meaning for purposes of Section 8-110 of UCC, and each such account (as well as the UCCSecurity Entitlements related thereto) for that purpose will shall be governed by the laws of the State of New York. The Custodian hereby confirms York (without reference to its conflict of laws principles except for Sections 5-1401 and agrees that the Custodian shall not change the name or account number 5-1402 of the Securities Accounts without the prior written consent of ACAS. All securities or other property underlying any “financial assets” (as defined in Section 8-102(a) of the UCC) credited to the Securities Accounts in book-entry form shall be registered in the name of Cede & Co., on behalf of ACAS as beneficial owner, endorsed to ACAS or in blank. The Securities Accounts are accounts to which financial assets are or may be credited and the Custodian shall identify in its records that financial assets credited to ACAS’ Securities Accounts belong to ACAS. Unless otherwise agreed to in a written agreement executed by the parties hereto, if at any time the Custodian shall receive any order from a Designated Person directing transfer or redemption of any financial asset in the Securities Accounts, the Custodian shall comply with such entitlement order without further consent by any other person. The Custodian shall be the “securities intermediary” with respect to all Loans and the Securities Accounts and shall comply with any “entitlement orders” (as defined in the UCC) originated by ACASNew York General Obligations Law).

Securities Accounts. The Custodian has established three segregated non-interest bearing trust accounts designated as the “ACAS Unencumbered Account,” the “ACAS Unfunded CMBS Trust Account” and the “ACAS CDO/CLO Concentration Account” (collectively, the “Securities Accounts”). All Loans deposited by ACAS in the Securities Accounts shall be credited to the appropriate Securities Account as instructed by ACAS. Any and all Loans at any time on deposit in, or otherwise to the credit of, a Securities Account shall be maintained in trust by the Custodian for the benefit of ACAS. Each of the parties hereto hereby agrees that agree that: (a) the Securities Accounts (other than the Operating Account) shall be deemed to be “treated as "securities accounts” (" as such term is defined in Section 8-501 of the New York UCC). Each ; (b) The Bank of New York, in its capacity as "securities intermediary" as such term is defined in Section 8-102(a)(14) of the parties hereto hereby agrees New York UCC (the "SECURITIES INTERMEDIARY"), shall, subject to the terms of this Agreement, treat the Facility Lessee as the person entitled to exercise the rights that comprise any financial assets credited to the Accounts; (xc) the Custodian shall act as securities intermediary on behalf of ACAS with respect all property delivered to the Securities Intermediary, pursuant to the terms of this Agreement, will be promptly credited to the appropriate Account; (d) all securities or other property underlying any financial assets credited to such Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank and in no case will any financial asset credited to any Account be registered in the name of the Facility Lessee, payable to the order of the Facility Lessee or specially indorsed to the Facility Lessee except to the extent the forgoing have been specially indorsed to the Securities Intermediary or in blank; (ye) the “securities intermediary’s jurisdiction” each item of property (whether investment property, financial asset, security, instrument or cash) credited to such Accounts shall be treated as a "financial asset" within the meaning of Section 8-110 of the UCC) for that purpose will be the State of New York. The Custodian hereby confirms and agrees that the Custodian shall not change the name or account number of the Securities Accounts without the prior written consent of ACAS. All securities or other property underlying any “financial assets” (as defined in Section 8-102(a102(a)(9) of the New York UCC; and (f) credited to the Securities Accounts in book-entry form shall be registered in the name of Cede & Co., on behalf of ACAS as beneficial owner, endorsed to ACAS or in blank. The Securities Accounts are accounts to which financial assets are or may be credited and the Custodian shall identify in its records that financial assets credited to ACAS’ Securities Accounts belong to ACAS. Unless otherwise agreed to in a written agreement executed by the parties hereto, if at any time the Custodian Securities Intermediary shall receive an Entitlement Order issued by the Collateral Agent and relating to any order from a Designated Person directing transfer or redemption of any financial asset in the Securities Pledged Accounts, the Custodian Securities Intermediary shall comply with such entitlement order without further consent by the Facility Lessee or any other person. The Custodian shall be In the “securities intermediary” event the Facility Lessee, if permitted to give any Entitlement Order with respect to all Loans any Pledged Account and such order conflicts with or contradicts an Entitlement Order issued by the Collateral Agent, the Securities Accounts and Intermediary shall comply with any “entitlement orders” (as defined in always follow the UCC) originated Entitlement Orders issued by ACASthe Collateral Agent.

Securities Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts other than those listed in Schedule 14 to the Perfection Certificate. The Custodian has established three segregated non-Administrative Agent, upon execution of a Securities Account Control Agreement by such Pledgor, the applicable Securities Intermediary and the Administrative Agent (but in any event within sixty (60) days after the date hereof or such longer period as may be agreed to in writing by the Administrative Agent in its reasonable discretion) will have a first priority security interest bearing trust accounts designated (subject only to Permitted Liens) in each such Securities Account, which security interest is perfected by Control. No Pledgor shall hereafter establish and maintain any Securities Account (other than an Excluded Account) with any Securities Intermediary unless such Securities Intermediary and such Pledgor shall have duly executed and delivered (within ten (10) days after the date of establishment thereof, or after the date on which such Securities Account ceases to be an Excluded Account, as the case may be, or such longer period as may be agreed to in writing by the Administrative Agent in its sole discretion) a Securities Account Control Agreement with respect to such Securities Account or the Administrative Agent agrees in writing in its sole discretion that such Securities Account Control Agreement shall not be required. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not (i) give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities or Securities Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Pledgor or (ii) deliver a “ACAS Unencumbered notice of sole control” with respect to any Securities Account,” , unless, in each case, an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Pledgor agrees that once the “ACAS Unfunded CMBS Trust Administrative Agent, after the occurrence and during the continuation of an Event of Default, sends an instruction or notice to a Securities Intermediary (with a copy to the applicable Pledgor) exercising its Control over any Securities Account such Pledgor shall not give any instructions or orders with respect to such Securities Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account” , and the “ACAS CDO/CLO Concentration Account” (collectivelyAdministrative Agent agrees that promptly after such Event of Default shall have ceased to exist in accordance with the terms of the Credit Agreement, the “Securities Accounts”). All Loans deposited by ACAS in Administrative Agent shall deliver, upon written notice from Pledgor requesting the same, written notice to the Securities Accounts shall be credited Intermediary rescinding the applicable instruction or notice, at which point the Pledgor’s right to the appropriate Securities Account as instructed by ACAS. Any and all Loans at give any time on deposit in, instructions or otherwise orders with respect to the credit of, a such Securities Account shall be maintained in trust by reinstated. No Pledgor shall grant Control over any Investment Property to any person other than the Custodian for the benefit of ACAS. Each of the parties hereto hereby agrees that the Securities Accounts shall be deemed to be “securities accounts” (as defined in Section 8-501 of the UCC). Each of the parties hereto hereby agrees that (x) the Custodian shall act as securities intermediary on behalf of ACAS with respect to the Securities Accounts and (y) the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC) for that purpose will be the State of New YorkAdministrative Agent. The Custodian hereby confirms and agrees that the Custodian provisions of this Section 3.4(c) shall not change the name or account number of the Securities Accounts without the prior written consent of ACAS. All securities or other property underlying apply to any “financial assets” (as defined in Section 8-102(a) of the UCC) credited to the Securities Accounts in book-entry form shall be registered in the name of Cede & Co., on behalf of ACAS as beneficial owner, endorsed to ACAS or in blank. The Securities Accounts are accounts to which financial assets are or may be credited and the Custodian shall identify in its records that financial assets credited to ACAS’ Securities Accounts belong to ACAS. Unless otherwise agreed to in a written agreement executed by the parties hereto, if at any time the Custodian shall receive any order from a Designated Person directing transfer or redemption of any financial asset in the Securities Excluded Accounts, the Custodian shall comply with such entitlement order without further consent by any other person. The Custodian shall be the “securities intermediary” with respect to all Loans and the Securities Accounts and shall comply with any “entitlement orders” (as defined in the UCC) originated by ACAS.

Securities Accounts. The Custodian has established three segregated non-interest bearing trust accounts designated If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee in an account with a securities intermediary, such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, cause such securities intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as the “ACAS Unencumbered Account,” the “ACAS Unfunded CMBS Trust Account” and the “ACAS CDO/CLO Concentration Account” to such security entitlements without further consent of any Grantor, such nominee, or any other Person (collectivelyeach such agreement, the a “Securities AccountsAccount Control Agreement”). All Loans deposited by ACAS in the Securities Accounts shall be credited to the appropriate Securities Account as instructed by ACAS. Any and all Loans at any time on deposit in, or otherwise to the credit of, a Securities Account shall be maintained in trust by the Custodian for the benefit of ACAS. Each The Collateral Agent agrees with each of the parties hereto hereby agrees Grantors that the Securities Accounts Collateral Agent shall be deemed not give any such entitlement orders or instructions or directions to be any such issuer or securities intermediary unless an Event of Default has occurred and is continuing.” (f) The references to Section “securities accounts6.06(e)” (as defined of the Credit Agreement in Section 8-501 of the UCC). Each of the parties hereto hereby agrees that (x) the Custodian shall act as securities intermediary on behalf of ACAS with respect to the Securities Accounts and (y) the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC) for that purpose will be the State of New York. The Custodian hereby confirms and agrees that the Custodian shall not change the name or account number of the Securities Accounts without the prior written consent of ACAS. All securities or other property underlying any “financial assets” (as defined in Section 8-102(a12.13(d) of the UCCGuarantee and Collateral Agreement are hereby replaced with references to Section “6.04(c)”. (g) credited Section 7.03 of the Guarantee and Collateral Agreement is hereby amended by deleting at the end of the last paragraph the following sentence: “It is understood that the Deposits held by the Administrative Agent under Section 2.01 of the Credit Agreement do not constitute assets of the Borrower or Collateral, and that nothing herein shall prevent or delay payments required to be made from the Deposit Account to the Securities Accounts Issuing Banks as provided in book-entry form the Credit Agreement.” (h) Article XII of the Guarantee and Collateral Agreement is hereby amended by amending and restating the last sentence of Section 12.13(e) to read as follows: “In the case of any License of Intellectual Property to any Person that is not an Affiliate of any Grantor (i) for which it receives consideration at the time of such License at least equal to the Fair Market Value of the subject Intellectual Property and in respect of which the Borrower shall have delivered a notice to the Administrative Agent designating such transfer as an Asset Disposition for purposes of Section 6.04, (ii) that constitutes an Asset Disposition under Section 6.04, or (iii) that does not materially reduce the collateral value to the Secured Parties of the Material Intellectual Property, taken as a whole, and, in each case, is permitted under this Agreement and the Credit Agreement, the Liens on such Intellectual Property granted hereunder shall be registered subject to the rights of third parties to use such Intellectual Property under such License; provided that no such License shall be used for the purpose of securing or otherwise providing credit support for Indebtedness.” (i) On and after the Restatement Date, (i) the term “Credit Agreement”, as used in the name Security Documents, shall mean the Restated Credit Agreement and (ii) the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of Cede & Co.similar import, on behalf of ACAS as beneficial owner, endorsed to ACAS or used in blank. The Securities Accounts are accounts to which financial assets are or may be credited the Amended GCA and the Custodian shall identify in its records that financial assets credited Amended Canadian GCA, shall, unless the context otherwise requires, refer to ACAS’ Securities Accounts belong to ACAS. Unless otherwise agreed to in a written agreement executed by the parties hereto, if at any time the Custodian shall receive any order from a Designated Person directing transfer or redemption of any financial asset in the Securities Accounts, the Custodian shall comply with such entitlement order without further consent by any other person. The Custodian shall be the “securities intermediary” with respect to all Loans Guarantee and Collateral Agreement and the Securities Accounts and shall comply with any “entitlement orders” (Amended Canadian GCA as defined in the UCC) originated by ACASamended hereby.

Securities Accounts. The Custodian (a) On or before the Effective Date, and at all times thereafter until the Secured Obligations (other than contingent indemnification obligations not then due) have been paid in full, all Securities Accounts of any Grantor (other than any Excluded Account) shall be established and maintained with any securities intermediaries that have executed a Securities Account Control Agreement. Any Collateral that constitutes a Financial Asset that has established three segregated non-interest bearing trust accounts designated as the “ACAS Unencumbered Account,” the “ACAS Unfunded CMBS Trust Account” and the “ACAS CDO/CLO Concentration Account” (collectivelynot been delivered pursuant to Section 4.1 hereof shall, the “Securities Accounts”). All Loans deposited by ACAS upon its inclusion in the Collateral, be promptly credited to a Securities Accounts Account and constitute a Security Entitlement and each such Financial Asset shall be credited transferred to the appropriate a Securities Account as instructed by ACASat the time of such inclusion or promptly thereafter. Any and Each Securities Account Control Agreement shall provide that (i) all Loans Collateral credited at any time on deposit in, or otherwise to the credit of, a any Securities Account (other than any Excluded Account) shall be maintained in trust by the Custodian for the benefit of ACAS. Each of the parties hereto hereby agrees that the treated as a Financial Asset, (ii) each Securities Accounts shall be deemed to be Account thereunder is a “securities accountsaccount” (as defined in Section 8-501 501(a) of the UCC). Each of the parties hereto hereby agrees that , (xiii) the Custodian shall act as securities intermediary on behalf of ACAS with respect to the Securities Accounts and (y) the “securities intermediary’s jurisdiction” jurisdiction (within the meaning of Section 8-110 of the UCC110(e)) for that purpose will shall be the State of New York. The Custodian hereby confirms and agrees that York (unless the Custodian shall not change the name or account number applicable Grantor is an existing client of the applicable securities intermediary and such securities intermediary, as a matter of practice, typically elects another securities intermediary jurisdiction; provided such Grantor shall have caused to be delivered to the Collateral Agent an opinion of counsel in such jurisdiction in form and substance acceptable to the Collateral Agent), and (iv) the Collateral Agent on behalf of the Secured Parties shall have Control (provided exclusive control is a springing control only upon the occurrence and during the continuance of a Notice of Acceleration) of all security entitlements by the securities intermediary agreeing in the Securities Accounts without Account Control Agreement that following the prior written consent delivery of ACAS. All securities a “blockage notice” or other property underlying applicable notice under such Securities Account Control Agreement it will comply with entitlement orders originated by the Collateral Agent without further consent by the Grantor or any “financial assets” other Person (as defined in pursuant to Section 8-102(a) 106 of the UCC) credited to the Securities Accounts in book-entry form shall be registered in the name of Cede & Co., on behalf of ACAS as beneficial owner, endorsed to ACAS or in blank). The Company will use its reasonable commercial efforts to cause each Securities Accounts are accounts Account Control Agreement to which financial assets are or may be credited provide that (i) except for the claims and interest of the Secured Parties and the Custodian shall identify in its records that financial assets credited to ACAS’ Securities Accounts belong to ACAS. Unless otherwise agreed to in a written agreement executed by the parties hereto, if at any time the Custodian shall receive any order from a Designated Person directing transfer or redemption of any financial asset applicable Loan Party in the Securities Accounts, the Custodian applicable securities intermediary does not have actual knowledge of any claim to, or interest in, the applicable Securities Account or in any Financial Asset credited thereto, and (ii) the applicable securities intermediary shall comply with such entitlement order without further consent by promptly notify the Collateral Agent if any person asserts in writing any lien, encumbrance or adverse claim against the applicable Securities Account or any Financial Asset credited thereto. (b) The Company and the other person. The Custodian Grantors shall cause all payments due to the Company or the applicable Grantor in respect of any Portfolio Investment to be the “securities intermediary” deposited in a Deposit Account that is subject to a Deposit Account Control Agreement or credited to a Securities Account that is subject to a Securities Account Control Agreement. (c) Each Grantor hereby agrees to execute and deliver any Deposit Account Control Agreement or Securities Account Control Agreement with respect to all Loans any Deposit Account or Securities Account (in each case, other than any Excluded Account) as may be required in order to effect perfection by Control, respectively, of any cash (pursuant to Section 9-104 of the UCC) or of any Financial Asset that could constitute a security entitlement (pursuant to Section 8-106(d)(2) of the UCC) at any time included in the Collateral as may be requested by the Collateral Agent or any Holder Representative. (d) If a Notice of Acceleration is in effect, the Collateral Agent may cause any cash, cash equivalents and checks held in the Deposit Accounts and the Securities Accounts and shall comply with any “entitlement orders” (as defined in to be transferred to the UCC) originated by ACASCollateral Account maintained under the Collateral Agency Agreement.

Securities Accounts. The Custodian has established three segregated non-interest bearing trust accounts designated All new Designated Accounts into which securities will be deposited will be pledged in favor of the Banks and the Lenders upon the opening of said Accounts pursuant to a securities account pledge agreement or to a master pledge agreement substantially in the form of the models attached at Schedule VIII (E) and (F) and which EDL Hotels, in the case of an SCA Designated Account, or the SNC Borrowers, in the case of an SNC Designated Account, must sign upon the opening of said account. As soon as the “ACAS Unencumbered Account,” above mentioned master pledge agreement is signed, the “ACAS Unfunded CMBS Trust Account” Depositary with which any new Designated Account concerned is opened must immediately forward a copy of said agreement to the Security Agent. The formalities to create the pledge on the Designated Account on which the securities are credited or on the securities resulting from an Authorized Investment must be completed as follows: (A) Securities deposited in an account and equivalent securities issued on the basis of foreign laws: EDL Hotels and each Borrower hereby expressly authorize, effective immediately, each Depositary and the “ACAS CDO/CLO Concentration Security Agent, with the right to act individually, to sign in their name and on their behalf any declaration of a pledge on a Designated Account” (collectively. As a result, upon creation of a pledge on a Designated Account, the “Securities Accounts”). All Loans deposited by ACAS Depositary in question or the Securities Accounts shall be credited to the appropriate Securities Account as instructed by ACAS. Any and all Loans at any time on deposit in, or otherwise to the credit of, a Securities Account shall be maintained in trust by the Custodian for the benefit of ACAS. Each of the parties hereto hereby agrees that the Securities Accounts shall be deemed to be “securities accounts” (as defined in Section 8-501 of the UCC). Each of the parties hereto hereby agrees that (x) the Custodian shall act as securities intermediary on behalf of ACAS with respect to the Securities Accounts and (y) the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC) for that purpose Security Agent will be the State of New York. The Custodian hereby confirms and agrees that the Custodian shall not change the name or account number of the Securities Accounts without the prior written consent of ACAS. All securities or other property underlying any “financial assets” (as defined in Section 8-102(a) of the UCC) credited to the Securities Accounts in book-entry form shall be registered sign in the name of Cede & Co., on behalf of ACAS as beneficial owner, endorsed to ACAS EDL Hotels or in blankthe name of the Borrower(s) in question, as the case may be, a pledge declaration, obtain from the account holder a certificate of account pledge, and if necessary forward said certificate to the Security Agent. Models of the above pledge declaration and certificate are attached at Schedules 2, 3 and 4 to the model master pledge agreements attached at Schedules VIII (E) and (F) to the Agreement. (B) Other securities (a) Registered securities governed by foreign law: EDL Hotels and each Borrower hereby agree to sign any instrument necessary under the applicable legislation in order to pledge in favor of the Lenders and the Banks, represented by the Security Agent, all of the securities in question, to complete all necessary formalities and to sign any other documents necessary for the validity of said pledge under the legislation in question. The Securities Accounts are accounts validity thereof must be certified in a legal opinion from legal counsel (“conseil juridique”) or attorney (“avocat”) of the country in question, which must be previously agreed to by the Security Agent and the Financial Agent. (b) Bearer securities governed by foreign law or governed by French law and in physical form: EDL Hotels and each Borrower hereby agree to sign and expressly authorize, effective immediately, each Depositary and the Security Agent, with the right to act individually, to sign in their name and on their behalf a pledge instrument substantially in the form of the model attached at Schedule 2 to the model master pledge agreements attached as Schedules VIII (H) and (I). The Depositary must, immediately upon the purchase of said securities, take physical possession of the certificates evidencing said securities and hold said certificates until the liquidation of the Authorized Investment to which financial assets are they correspond or may be credited and the Custodian shall identify in will have provided instructions to a third party to hold them on its records that financial assets credited to ACAS’ Securities Accounts belong to ACAS. Unless otherwise agreed to in a written agreement executed by the parties hereto, if at any time the Custodian shall receive any order from a Designated Person directing transfer or redemption of any financial asset in the Securities Accounts, the Custodian shall comply with such entitlement order without further consent by any other personbehalf. The Custodian shall be Depositary will if necessary forward the “securities intermediary” with respect pledge instrument to all Loans and the Securities Accounts and shall comply with any “entitlement orders” (as defined in Security Agent immediately after the UCC) originated by ACASsignature thereof.

Securities Accounts. The Custodian As of the date hereof no Grantor has established three segregated non-interest bearing trust accounts designated as the “ACAS Unencumbered Account,” the “ACAS Unfunded CMBS Trust Account” and the “ACAS CDO/CLO Concentration Account” (collectively, the “Securities Accounts”). All Loans deposited by ACAS in the any Securities Accounts other than those listed in Schedule 3.06(b) hereto. As promptly as practicable, and in any event within 75 days after the Initial Borrowing Date (or such longer period as may be agreed by the Collateral Agent in its sole discretion), all of the Non-Excluded Securities Accounts of each Grantor shall be credited subject to the appropriate terms of a fully executed Securities Account Control Agreement. No Grantor shall hereafter establish or acquire any Non-Excluded Securities Account with any Securities Intermediary unless (1) the applicable Grantor shall have given the Collateral Agent 10 days’ prior written notice (or such shorter period as instructed is agreed by ACAS. Any the Collateral Agent in its sole discretion), (2) such Securities Intermediary and all Loans at any time on deposit in, or otherwise to the credit of, such Grantor shall have duly executed and delivered a Securities Account Control Agreement with respect to such Non-Excluded Securities Account, and (3) the respective Grantor shall be maintained furnish to the Collateral Agent a supplement to Schedule 3.06(b) hereto containing the relevant information with respect to the respective Securities Account and the Securities Intermediary with which same is established. Each Grantor shall (i) accept any cash and Investment Property (other than Excess Exempted Foreign Subsidiary Voting Equity Interests) in trust by the Custodian for the benefit of ACAS. Each the Collateral Agent and (ii) deposit within ten (10) Business Days of the parties hereto hereby agrees that the Securities Accounts shall be deemed to be “securities accounts” actual receipt thereof any and all cash and Investment Property (as defined in Section 8-501 of the UCC). Each of the parties hereto hereby agrees that other than (x) the Custodian shall act as securities intermediary on behalf of ACAS with respect to the any cash or Investment Property deposited into any Excluded Deposit Account or Excluded Securities Accounts and Account, (y) any Investment Property pledged and delivered to the “securities intermediaryCollateral Agent pursuant to the Gaming Pledge Agreement and (z) any Excess Exempted Foreign Subsidiary Voting Equity Interest) received by it into a Deposit Account or Securities Account subject to Collateral Agent’s jurisdiction” (within the meaning of Section 8-110 of the UCC) for that purpose will be the State of New YorkControl. The Custodian hereby confirms and Collateral Agent agrees with each Grantor that the Custodian Collateral Agent shall not change the name give any Entitlement Orders or account number instructions or directions to any issuer of the Uncertificated Securities Accounts without the prior written or Securities Intermediary, and shall not withhold its consent of ACAS. All securities or other property underlying any “financial assets” (as defined in Section 8-102(a) of the UCC) credited to the Securities Accounts in book-entry form shall be registered in the name of Cede & Co., on behalf of ACAS as beneficial owner, endorsed to ACAS or in blank. The Securities Accounts are accounts to which financial assets are or may be credited and the Custodian shall identify in its records that financial assets credited to ACAS’ Securities Accounts belong to ACAS. Unless otherwise agreed to in a written agreement executed by the parties hereto, if at any time the Custodian shall receive any order from a Designated Person directing transfer or redemption exercise of any financial asset in withdrawal or dealing rights by such Grantor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. No Grantor shall grant Control over any Collateral that is Investment Property to any Person other than the Securities Accounts, the Custodian shall comply with such entitlement order without further consent by any other person. The Custodian shall be the “securities intermediary” with respect to all Loans and the Securities Accounts and shall comply with any “entitlement orders” (as defined in the UCC) originated by ACASCollateral Agent.

Securities Accounts. The Custodian has established three segregated non-interest bearing trust accounts designated as the “ACAS Unencumbered Account,” the “ACAS Unfunded CMBS Trust Account” and the “ACAS CDO/CLO Concentration Account” (collectively, the “Securities Accounts”). All Loans deposited by ACAS in the Securities Accounts shall be credited to the appropriate Securities Account as instructed by ACAS. Any and all Loans at any time on deposit in, or otherwise to the credit of, a Securities Account shall be maintained in trust by the Custodian for the benefit of ACAS. Each of the parties hereto hereby agrees that agree that: (a) the Securities Accounts (other than the Operating Account) shall be deemed to be “treated as "securities accounts” (" as such term is defined in Section 8-501 of the New York UCC). Each ; (b) The Securities Intermediary shall, subject to the terms of this Agreement, treat the parties hereto hereby agrees Facility Lessee as the person entitled to exercise the rights that comprise any financial assets credited to the Accounts; (xc) the Custodian shall act as securities intermediary on behalf of ACAS with respect all property delivered to the Securities Intermediary, pursuant to the terms of this Agreement, will be promptly credited to the appropriate Account; (d) all securities or other property underlying any financial assets credited to such Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank and in no case will any financial asset credited to any Account be registered in the name of the Facility Lessee, payable to the order of the Facility Lessee or specially indorsed to the Facility Lessee except to the extent the forgoing have been specially indorsed to the Securities Intermediary or in blank; SECURITY DEPOSIT AGREEMENT -------------------------- (ye) the “securities intermediary’s jurisdiction” each item of property (whether investment property, financial asset, security, instrument or cash) credited to such Accounts shall be treated as a "financial asset" within the meaning of Section 8-110 of the UCC) for that purpose will be the State of New York. The Custodian hereby confirms and agrees that the Custodian shall not change the name or account number of the Securities Accounts without the prior written consent of ACAS. All securities or other property underlying any “financial assets” (as defined in Section 8-102(a102(a)(9) of the New York UCC; and (f) credited to the Securities Accounts in book-entry form shall be registered in the name of Cede & Co., on behalf of ACAS as beneficial owner, endorsed to ACAS or in blank. The Securities Accounts are accounts to which financial assets are or may be credited and the Custodian shall identify in its records that financial assets credited to ACAS’ Securities Accounts belong to ACAS. Unless otherwise agreed to in a written agreement executed by the parties hereto, if at any time the Custodian Securities Intermediary shall receive an Entitlement Order issued by the Collateral Agent and relating to any order from a Designated Person directing transfer or redemption of any financial asset in the Securities Pledged Accounts, the Custodian Securities Intermediary shall comply with such entitlement order without further consent by the Facility Lessee or any other person. The Custodian shall be In the “securities intermediary” event the Facility Lessee, if permitted to give any Entitlement Order with respect to all Loans any Pledged Account and such order conflicts with or contradicts an Entitlement Order issued by the Collateral Agent, the Securities Accounts and Intermediary shall comply with any “entitlement orders” (as defined in always follow the UCC) originated Entitlement Orders issued by ACASthe Collateral Agent.

Securities Accounts. The On or prior to the date hereof, the Custodian has established shall establish three segregated non-interest bearing trust accounts designated as the “ACAS Unencumbered Account,” the “ACAS Unfunded CMBS Trust Account” and the “ACAS CDO/CLO Concentration Account” (collectively, the “Securities Accounts”)) and maintained in the name of the Custodian for the exclusive benefit of ACAS and over which the Custodian shall have exclusive control and sole right of withdrawal. All Loans deposited by ACAS in the Securities Accounts to these accounts shall be credited to the appropriate Securities Account as instructed by ACAS. Any and all Loans at any time on deposit in, or otherwise to the credit of, a Securities Account shall be maintained in trust by the Custodian for the benefit of ACAS. Each of the parties hereto hereby agrees that (i) the Securities Accounts shall be deemed to be “securities accounts” (as defined in Section 8-501 of the UCC), and (ii) the Custodian will be exclusively entitled to exercise the rights that comprise each financial asset held in the Securities Accounts. Each of the parties hereto hereby agrees that (x) the Custodian shall act as securities intermediary on behalf of ACAS with respect to the Securities Accounts and (y) the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC) for that purpose will be the State of New York. The Custodian hereby confirms and agrees that the Custodian custodian shall not change the name or account number of the Securities Accounts without the prior written consent of ACAS. All securities or other property underlying any “financial assets” (as defined in Section 8-102(a) of the UCC) credited to the Securities Accounts in book-entry form shall be registered in the name of Cede & Co., on behalf of ACAS as beneficial owner, endorsed to ACAS or in blank. The Securities Accounts are accounts to which financial assets are or may be credited and the Custodian shall identify in its records that financial assets credited to ACAS’ Securities Accounts belong to ACAS. Unless otherwise agreed to in a written agreement executed by the parties hereto, if If at any time the Custodian shall receive any order from a Designated Person directing transfer or redemption of any financial asset in the Securities Accounts, the Custodian shall comply with such entitlement order without further consent by any other person. The Custodian shall be the “securities intermediary” with respect to all Loans and the Securities Accounts and shall comply with any “entitlement orders” (as defined in the UCC) originated by ACAS.

Securities Accounts. The On or prior to the date hereof, the Custodian has established three shall establish a segregated non-interest bearing trust accounts account designated as the “ACAS Unencumbered Account,” the “ACAS Unfunded CMBS MCG Commercial Loan Trust Account” and the “ACAS CDO/CLO Concentration 2006-1 Notes Account” (collectively, the “Securities AccountsAccount”)) and maintained in the name of the Custodian for the exclusive benefit of MCG and over which MCG shall have exclusive control and sole right of withdrawal. All Loans Notes (as well as any payments thereon and/or proceeds thereof) deposited by ACAS in or at the Securities Accounts direction of MCG under this Agreement shall be credited to the appropriate Securities Account as instructed by ACASMCG. Any and all Loans Notes (as well as any payments thereon and/or proceeds thereof) at any time on deposit in, or otherwise to the credit of, a the Securities Account shall be maintained in trust by the Custodian for the benefit of ACASMCG. Each of the parties hereto hereby agrees that (i) the Securities Accounts Account shall be deemed to be a “securities accountsaccount” (as defined in Section 8-501 of the UCC), and (ii) the Custodian will exercise the rights that comprise each financial asset held in the Securities Account at the direction of MCG. Each of the parties hereto hereby agrees that (x) the Custodian shall act as securities intermediary on behalf of ACAS MCG with respect to the Securities Accounts Account and (y) the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC) for that purpose will be the State of New York. The Custodian hereby confirms and agrees that the Custodian shall not change the name or account number of the Securities Accounts Account without the prior written consent of ACASMCG. All securities or other property underlying any “financial assets” (as defined in Section 8-102(a) of the UCC) credited to the Securities Accounts Account in book-entry form shall be registered in the name of Cede & Co., on behalf of ACAS MCG as beneficial owner, endorsed to ACAS MCG or in blank. The Securities Accounts are accounts Account is an account to which financial assets are or may be credited credited, and the Custodian shall identify in its records that financial assets credited to ACAS’ MCG’s Securities Accounts Account belong to ACASMCG. Unless otherwise agreed to in a written agreement executed by the parties hereto, if If at any time the Custodian shall receive any order from a Designated Person MCG or an MCG designated person directing transfer or redemption of any financial asset in the Securities AccountsAccount, the Custodian shall comply with such entitlement order without further consent by any other person. The Custodian shall be the “securities intermediary” with respect to all Loans Notes and the Securities Accounts Account and shall comply with any “entitlement orders” (as defined in the UCC) originated by ACASMCG.

Securities Accounts. The Custodian As of the date hereof each Grantor has established three segregated non-interest bearing trust accounts designated no Securities Accounts other than those listed in Schedule 4.06(b) to the U.S. GCA Disclosure Letter. As promptly as practicable, and in any event within 60 days after the “ACAS Unencumbered Initial Borrowing Date (or, with respect to any Securities Account,” , such later date as may be agreed by the “ACAS Unfunded CMBS Trust Account” and the “ACAS CDO/CLO Concentration Account” (collectivelyCollateral Agent), the “Securities Accounts”). All Loans deposited by ACAS in all of the Securities Accounts of each Grantor shall be credited subject to the appropriate terms of a fully executed Securities Account Control Agreement. No Grantor shall hereafter establish and maintain any Securities Account with any Securities Intermediary unless (1) the applicable Grantor shall have given the Collateral Agent 10 days’ prior written notice (or such shorter period as instructed is agreed by ACAS. Any and all Loans at any time on deposit inthe Collateral Agent) of its intention to establish such new Securities Account with such Securities Intermediary, or otherwise (2) such Securities Intermediary shall be reasonably acceptable to the credit ofCollateral Agent, (3) such Securities Intermediary and such Grantor shall have duly executed and delivered a Securities Account Control Agreement with respect to such Securities Account and (4) the respective Grantor shall be maintained furnish to the Collateral Agent a supplement to Schedule 4.06(b) to the U.S. GCA Disclosure Letter containing the relevant information with respect to the respective Securities Account and the Securities Intermediary with which same is established. Each Grantor shall (i) accept any cash and Investment Property (other than Excess Exempted Foreign Entity Voting Equity Interests) in trust by the Custodian for the benefit of ACAS. Each the Collateral Agent and (ii) from and after the 60th day following the Initial Borrowing Date (or such later date as may be agreed by the Collateral Agent) deposit within five (5) Business Days of the parties hereto hereby agrees that the Securities Accounts shall be deemed to be “securities accounts” actual receipt thereof any and all cash and Investment Property (as defined in Section 8-501 of the UCC). Each of the parties hereto hereby agrees that other than (x) the Custodian shall act as securities intermediary on behalf of ACAS with respect to the Securities Accounts any cash and Cash Equivalents deposited into any Excluded Deposit Account, (y) any Investment Property pledged and delivered to the “securities intermediaryCollateral Agent pursuant to Section 3.02 and (z) any Excess Exempted Foreign Entity Voting Equity Interest) received by it into a Deposit Account or Securities Account subject to Collateral Agent’s jurisdiction” (within the meaning of Section 8-110 of the UCC) for that purpose will be the State of New YorkControl. The Custodian hereby confirms and Collateral Agent agrees with each Grantor that the Custodian Collateral Agent shall not change the name give any Entitlement Orders or account number instructions or directions to any issuer of the Securities Accounts without the prior written consent of ACAS. All uncertificated securities or other property underlying any “financial assets” (as defined in Section 8-102(a) of the UCC) credited Securities Intermediary, and shall not withhold its consent to the Securities Accounts in book-entry form shall be registered in the name of Cede & Co., on behalf of ACAS as beneficial owner, endorsed to ACAS or in blank. The Securities Accounts are accounts to which financial assets are or may be credited and the Custodian shall identify in its records that financial assets credited to ACAS’ Securities Accounts belong to ACAS. Unless otherwise agreed to in a written agreement executed by the parties hereto, if at any time the Custodian shall receive any order from a Designated Person directing transfer or redemption exercise of any financial asset in withdrawal or dealing rights by such Grantor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. No Grantor shall grant Control over any Investment Property to any Person other than the Securities Accounts, the Custodian shall comply with such entitlement order without further consent by any other person. The Custodian shall be the “securities intermediary” with respect to all Loans and the Securities Accounts and shall comply with any “entitlement orders” (as defined in the UCC) originated by ACASCollateral Agent.

Securities Accounts. (i) As of the Original Closing Date, no Pledgor has any Securities Accounts other than those listed in Schedule 13 to the Perfection Certificate. The Custodian has established three segregated non-Administrative Agent, upon execution of a Securities Account Control Agreement by such Pledgor, the applicable Securities Intermediary and the Administrative Agent (but in any event within ninety (90) days after the Original Closing Date or such longer period as may be agreed to in writing by the Administrative Agent in its reasonable discretion) will have a first priority security interest bearing trust accounts designated (subject only to Permitted Liens) in each such Securities Account, which security interest is perfected by Control. No Pledgor shall hereafter establish and maintain any Securities Account (other than an Excluded Account) with any Securities Intermediary unless such Securities Intermediary and such Pledgor shall have duly executed and delivered (within thirty (30) days after the date of establishment thereof, or after the date on which such Securities Account ceases to be an Excluded Account, as the case may be, or such longer period as may be agreed to in writing by the Administrative Agent in its sole discretion) a Securities Account Control Agreement with respect to such Securities Account or the Administrative Agent agrees in writing in its sole discretion that such Securities Account Control Agreement shall not be required. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not (i) give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities or Securities Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Pledgor or (ii) deliver a “ACAS Unencumbered notice of sole control” with respect to any Securities Account,” , unless, in each case, an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Pledgor agrees that once the “ACAS Unfunded CMBS Trust Administrative Agent, after the occurrence and during the continuation of an Event of Default, sends an instruction or notice to a Securities Intermediary (with a copy to the applicable Pledgor) exercising its Control over any Securities Account such Pledgor shall not give any instructions or orders with respect to such Securities Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account” , and the “ACAS CDO/CLO Concentration Account” (collectivelyAdministrative Agent agrees that promptly after such Event of Default shall have ceased to exist in accordance with the terms of the Credit Agreement, the “Securities Accounts”). All Loans deposited by ACAS in Administrative Agent shall deliver, upon written notice from Pledgor requesting the same, written notice to the Securities Accounts shall be credited Intermediary rescinding the applicable instruction or notice, at which point the Pledgor’s right to the appropriate Securities Account as instructed by ACAS. Any and all Loans at give any time on deposit in, instructions or otherwise orders with respect to the credit of, a such Securities Account shall be maintained in trust by reinstated. No Pledgor shall grant Control over any Investment Property to any person other than the Custodian for the benefit of ACAS. Each of the parties hereto hereby agrees that the Securities Accounts Administrative Agent, who shall be deemed to be “securities accounts” (as defined in Section 8-501 of the UCC). Each of the parties hereto hereby agrees that (x) the Custodian shall also act as securities intermediary on behalf of ACAS with respect to the Securities Accounts and (y) the “securities intermediary’s jurisdiction” (within the meaning holders of Section 8-110 of the UCC) for that purpose will be the State of New YorkPermitted Additional First Lien Debt. The Custodian hereby confirms and agrees that the Custodian provisions of this Section 3.4(c) shall not change the name or account number of the Securities Accounts without the prior written consent of ACAS. All securities or other property underlying apply to any “financial assets” (as defined in Section 8-102(a) of the UCC) credited to the Securities Accounts in book-entry form shall be registered in the name of Cede & Co., on behalf of ACAS as beneficial owner, endorsed to ACAS or in blank. The Securities Accounts are accounts to which financial assets are or may be credited and the Custodian shall identify in its records that financial assets credited to ACAS’ Securities Accounts belong to ACAS. Unless otherwise agreed to in a written agreement executed by the parties hereto, if at any time the Custodian shall receive any order from a Designated Person directing transfer or redemption of any financial asset in the Securities Excluded Accounts, the Custodian shall comply with such entitlement order without further consent by any other person. The Custodian shall be the “securities intermediary” with respect to all Loans and the Securities Accounts and shall comply with any “entitlement orders” (as defined in the UCC) originated by ACAS.

Securities Accounts. (a) The Custodian has established three segregated non-interest bearing trust accounts designated as the “ACAS Unencumbered Account,” the “ACAS Unfunded CMBS Trust Account” Issuer and the “ACAS CDO/CLO Concentration Account” Indenture Trustee hereby appoint JPMorgan Chase Bank as securities intermediary (collectivelyin such capacity, the “"Securities Intermediary") with respect to each of the Accounts”). All Loans deposited by ACAS in the Securities Accounts shall be The Security Entitlements and all Financial Assets credited to the appropriate Securities Account as instructed by ACAS. Any Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all Loans at any proceeds thereof, held from time on deposit in, or otherwise to time in the credit of, a Securities Account shall Accounts will continue to be maintained in trust held by the Custodian Securities Intermediary for the Indenture Trustee for the benefit of ACASthe Secured Parties. Each Upon the termination of this Indenture, the parties hereto hereby agrees that Indenture Trustee shall inform the Securities Accounts Intermediary of such termination. By acceptance of their Notes or interests therein, the Noteholders and all beneficial owners of Notes shall be deemed to be “securities accounts” have appointed JPMorgan Chase Bank as Securities Intermediary. JPMorgan Chase Bank hereby accepts such appointment as Securities Intermediary. (as defined in Section 8-501 i) With respect to any portion of the UCC). Each of Trust Estate that is credited to the parties hereto hereby Accounts, the Securities Intermediary agrees that that: (xA) the Custodian shall act as securities intermediary on behalf of ACAS with respect to any portion of the Trust Estate that is held in deposit accounts, each such deposit account shall be subject to the security interest granted pursuant to this Indenture, and the Securities Accounts and (y) Intermediary shall comply with instructions originated by the “securities intermediary’s jurisdiction” (within Indenture Trustee directing dispositions of funds in the meaning of Section 8-110 deposit accounts without further consent of the UCC) for that purpose will Issuer and otherwise shall be subject to the State of New York. The Custodian hereby confirms exclusive custody and agrees that the Custodian shall not change the name or account number control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto; (B) the sole assets permitted in the Accounts without shall be those that the prior written consent Securities Intermediary agrees to treat as Financial Assets; (C) any portion of ACAS. All the Trust Estate that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Account in accordance with the Securities Intermediary's customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Securities Intermediary or such other institution has control; and (D) it will use reasonable efforts to promptly notify the Indenture Trustee and the Issuer if any other Person claims that it has a property interest in a Financial Asset in any Account and that it is a violation of that Person's rights for anyone else to hold, transfer or deal with such Financial Asset. (ii) The Securities Intermediary hereby confirms that (A) each Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Indenture, treat the Indenture Trustee as entitled to exercise the rights that comprise any Financial Asset credited to any Account, (B) any portion of the Trust Estate in respect of any Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any “financial assets” (as defined in Section 8-102(a) of the UCC) Financial Assets credited to the Securities Accounts in book-entry form any Account shall be registered in the name of Cede & Co., on behalf of ACAS as beneficial ownerthe Securities Intermediary, endorsed to ACAS the Securities Intermediary or in blank. The Securities Accounts are accounts to which financial assets are blank or may be credited and the Custodian shall identify in its records that financial assets credited to ACAS’ another securities account maintained in the name of the Securities Accounts belong Intermediary, and in no case will any Financial Asset credited to ACAS. Unless otherwise agreed any Account be registered in the name of the Issuer, the REMIC Servicer, the REMIC Sub-Servicer or the Seller, payable to in a written agreement executed by the parties heretoorder of the Issuer, if the REMIC Servicer, the REMIC Sub-Servicer or the Seller or specially endorsed to any of such Persons. (iii) If at any time the Custodian Securities Intermediary shall receive any order an Entitlement Order from a Designated Person the Indenture Trustee directing transfer or redemption of any financial asset in Financial Asset relating to any Account, the Securities Accounts, the Custodian Intermediary shall comply with such entitlement order Entitlement Order without further consent by the Issuer, the REMIC Servicer, the REMIC Sub-Servicer, the Seller or any other personPerson. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that this Indenture has been discharged in accordance herewith, then thereafter if the Securities Intermediary shall receive any order from the Issuer directing transfer or redemption of any Financial Asset relating to any Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person. (iv) In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any Financial Asset or Security Entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee. The Custodian Financial Assets and Security Entitlements credited to the Accounts will not be subject to deduction, set-off, banker's lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Accounts. (v) There are no other agreements entered into between the Securities Intermediary in such capacity, and the Securities Intermediary agrees that it will not enter into any agreement with, the Issuer, the REMIC Servicer, the REMIC Sub-Servicer, the Seller or any other Person with respect to any Account. In the event of any conflict between this Indenture (or any provision of this Indenture) and any other agreement now existing or hereafter entered into, the terms of this Indenture shall prevail. (vi) The rights and powers granted herein to the Indenture Trustee have been granted in order to perfect its interest in the Accounts and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will neither be affected by the bankruptcy of the Issuer, the REMIC Servicer, the REMIC Sub-Servicer or the Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the interest of the Indenture Trustee in the Accounts and in such Security Entitlements, has been terminated pursuant to the terms of this Indenture and the Indenture Trustee has notified the Securities Intermediary of such termination in writing. (b) Capitalized terms used in this Section 2.17 and not defined herein shall have the meanings assigned to such terms in the New York UCC. For purposes of Section 8-110(e) of the New York UCC, the "securities intermediary's jurisdiction" shall be the “securities intermediary” with respect to all Loans and State of New York. (c) None of the Securities Accounts and Intermediary or any director, officer, employee or agent of the Securities Intermediary shall comply with be under any “entitlement orders” (as defined liability to the Indenture Trustee or the Secured Parties for any action taken, or not taken, in good faith pursuant to this Indenture, or for errors in judgment; provided, however, that this provision shall not protect the Securities Intermediary against any liability to the Indenture Trustee or the Secured Parties which would otherwise be imposed by reason of the Securities Intermediary's willful misconduct, bad faith or negligence in the UCCperformance of its obligations or duties hereunder. The Securities Intermediary and any director, officer, employee or agent of the Securities Intermediary may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Securities Intermediary shall be under no duty to inquire into or investigate the validity, accuracy or content of such document. The Issuer shall indemnify the Securities Intermediary for and hold it harmless against any loss, liability or expense arising out of or in connection with this Indenture and carrying out it duties hereunder, including the costs and expenses of defending itself against any claim of liability, except in those cases where the Securities Intermediary has been guilty of bad faith, negligence or willful misconduct. The foregoing indemnification shall survive any termination of this Indenture or the resignation or removal of the REMIC Servicer or the REMIC Sub-Servicer. (d) originated by ACASPrior to the date which is one year and one day, or if longer the applicable preference period then in effect, after the payment in full of all of the Notes, the Securities Intermediary will not institute against, or join any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy, insolvency, reorganization or similar law in any jurisdiction.

Securities Accounts. The Custodian has established three segregated non-interest bearing trust accounts designated as the “ACAS Unencumbered Account,” the “ACAS Unfunded CMBS Trust Account” Securities Intermediary, each Loan Party and the “ACAS CDO/CLO Concentration Account” Common Security Trustee agree that (collectively, the “Securities Accounts”). All Loans deposited i) each Account established by ACAS in the Securities Accounts shall be credited Intermediary is and is intended by the parties to the appropriate Securities Account as instructed by ACAS. Any and all Loans at any time on deposit in, or otherwise to the credit of, a Securities Account shall be maintained in trust by the Custodian for the benefit of ACAS. Each of the parties hereto hereby agrees that the Securities Accounts shall be deemed to be as a “securities accounts” (as defined in Section 8-501 of the UCC). Each of the parties hereto hereby agrees that (x) the Custodian shall act as securities intermediary on behalf of ACAS with respect to the Securities Accounts and (y) the “securities intermediary’s jurisdictionaccount” (within the meaning of Section 8-110 501(a) of the UCC); (ii) the Borrower is the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC) for that purpose will be the State of New York. The Custodian hereby confirms and agrees that the Custodian shall not change the name or account number in respect of the Securities Accounts without the prior written consent of ACAS. All securities or other property underlying any “financial assets” (as defined in within the meaning of Section 8-102(a102(a)(9) of the UCCUCC and including cash, the “Financial Assets”) credited to the Securities Accounts Accounts; and (iii) all Financial Assets in book-entry registered form or payable to or to the order of and credited to any Account shall be registered in the name of Cede & Co., on behalf of ACAS as beneficial ownerthe Securities Intermediary, endorsed to ACAS the Securities Intermediary or in blankblank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any Account be registered in the name of any Loan Party, payable to the order of any Loan Party or specially endorsed to any Loan Party except to the extent the foregoing have been specially endorsed to the Securities Intermediary or in blank and so long as the Accounts Bank’s records clearly indicate that the assets held are a part of such Account. The Securities Accounts are accounts Each item of property (including a security, security entitlement, investment property, instrument or obligation, share, participation, interest, cash or other property whatsoever) credited to which financial assets are or may any Account shall be treated as a Financial Asset. Until this Agreement terminates in accordance with its terms, the Common Security Trustee shall have sole “control” (within the meaning of Sections 8-106(d)(1) and (2) of the UCC) of the Borrower’s “security entitlements” (within the meaning of Section 8-102(a)(17) of the UCC) with respect to the Financial Assets credited to the Accounts, and the Custodian Accounts Bank shall identify make all notations in its records pertaining to the Accounts that financial assets are necessary to reflect the security interest granted hereunder to the Common Security Trustee. All property delivered to the Securities Intermediary pursuant to this Agreement will be promptly credited to ACAS’ the Accounts. If, during a Control Notice Period, the Securities Accounts belong to ACAS. Unless otherwise agreed to in a written agreement executed by the parties hereto, if at any time the Custodian Intermediary shall receive any entitlement order from a Designated Person the Common Security Trustee directing transfer or redemption of any financial asset Financial Asset relating to any Account in accordance with this Agreement, the Securities Accounts, the Custodian Intermediary shall comply with such entitlement order without further consent by the Borrower or any other personPerson. The Custodian shall be Accounts Bank hereby represents that it has not entered into, and agrees that, until the “securities intermediary” termination of this Agreement in accordance with the terms hereof, it will not enter into, any agreement with any Person in respect of any of the Accounts pursuant to all Loans and the Securities Accounts and shall which it would agree to comply with any “entitlement orders” , other orders or instructions made by such Person (as defined in other than this Agreement). The Securities Intermediary’s jurisdiction (for purposes of Section 8-110(e)(1) of the UCC) originated by ACASis and shall continue to be the State of New York and the laws of the State of New York are applicable to all issues specified in Article 2(1) of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary.

Securities Accounts. (a) The Custodian has established three segregated non-interest bearing trust accounts designated parties agree that each Pledged Account is and will at all times be maintained as a Securities Account. (b) The Depositary agrees to act as a Securities Intermediary with respect to the “ACAS Unencumbered Account,” Pledged Accounts. The Issuer acknowledges that the “ACAS Unfunded CMBS Trust Account” and Depositary shall act as a Securities Intermediary with respect to the “ACAS CDO/CLO Concentration Account” Pledged Accounts. (collectivelyc) Upon the delivery or transfer of any cash or other Account Collateral to the Depositary, the “Securities Accounts”). All Loans deposited Depositary will indicate by ACAS in the Securities Accounts shall be book entry that such Account Collateral has been credited to the appropriate Securities Pledged Account or accept such Account Collateral for credit to the appropriate Pledged Account, as instructed by ACASapplicable. Any The Depositary agrees that all Account Collateral delivered or transferred to the Depositary pursuant to this Agreement will be promptly credited to the applicable Pledged Account. If the Depositary receives cash or other Account Collateral without directions as to which Pledged Account the Account Collateral is to be credited, the Depositary shall credit such Account Collateral to the Revenue Account and request written directions from the Issuer. Upon receipt of written directions the Depositary shall transfer such Account Collateral and credit it to the appropriate Pledged Account set forth in such directions. All Account Collateral credited to the Pledged Accounts shall be treated as Financial Assets. (d) The Depositary agrees that all Loans at Financial Assets credited to or carried in any time on deposit inPledged Account will be registered in the name of, payable to or to the order of, or otherwise to endorsed to, the credit ofDepositary, a Securities Account shall be maintained in trust by the Custodian for the benefit of ACAS. Each of the parties hereto hereby agrees Collateral Agent, or in blank. (e) To the extent that the any Pledged Account is not considered a Securities Accounts Account, such Pledged Account shall be deemed to be “securities accounts” a Deposit Account, which the Issuer shall maintain with the Depositary acting not as a Securities Intermediary but as a Bank. (as defined in Section 8-501 f) All parties hereto agree that, for purposes of the UCC). Each , notwithstanding anything to the contrary contained in any other agreement relating to the establishment and operation of the parties hereto hereby agrees that Pledged Accounts, the jurisdiction of the Depositary (x) the Custodian shall act in its capacity as securities intermediary on behalf of ACAS with respect to the Securities Accounts and (yIntermediary or as the Bank) the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC) for that purpose will be is the State of New York. The Custodian hereby confirms York and agrees that the Custodian shall not change the name or account number laws of the Securities Accounts without State of New York govern the prior written consent of ACAS. All securities or other property underlying any “financial assets” (as defined in Section 8-102(a) establishment and operation of the UCC) credited to the Securities Accounts in book-entry form shall be registered in the name of Cede & Co., on behalf of ACAS as beneficial owner, endorsed to ACAS or in blank. The Securities Accounts are accounts to which financial assets are or may be credited and the Custodian shall identify in its records that financial assets credited to ACAS’ Securities Accounts belong to ACAS. Unless otherwise agreed to in a written agreement executed by the parties hereto, if at any time the Custodian shall receive any order from a Designated Person directing transfer or redemption of any financial asset in the Securities Pledged Accounts, the Custodian shall comply with such entitlement order without further consent by any other person. The Custodian shall be the “securities intermediary” with respect to all Loans and the Securities Accounts and shall comply with any “entitlement orders” (as defined in the UCC) originated by ACAS.

Securities Accounts. The Custodian has established three segregated non-interest bearing trust accounts designated as (1) As of the “ACAS Unencumbered Account,” the “ACAS Unfunded CMBS Trust Account” and the “ACAS CDO/CLO Concentration Account” (collectivelydate hereof, the “Pledgor has no Securities Accounts”). All Loans deposited by ACAS in Accounts other than the Securities Accounts shall be credited Collateral Account. Subject only to the appropriate Securities Account as instructed by ACAS. Any and all Loans at any time on deposit in, or otherwise to the credit of, a Securities Account shall be maintained in trust by the Custodian for the benefit of ACAS. Each of the parties hereto hereby agrees that the Securities Accounts shall be deemed to be “securities accounts” (as defined in Section 8-501 of the UCC). Each of the parties hereto hereby agrees that (x) the Custodian shall act as securities intermediary on behalf of ACAS with respect to the Securities Accounts and (y) the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC) for that purpose will be the State of New York. The Custodian hereby confirms and agrees that the Custodian shall not change the name or account number of the Securities Accounts without the prior written consent of ACAS. All securities or other property underlying any “financial assets” (as defined in Section 8-102(a) of the UCC) credited to the Securities Accounts in book-entry form shall be registered in the name of Cede & Co., on behalf of ACAS as beneficial owner, endorsed to ACAS or in blank. The Securities Accounts are accounts to which financial assets are or may be credited and the Custodian shall identify in its records that financial assets credited to ACAS’ Securities Accounts belong to ACAS. Unless otherwise agreed to in a written agreement executed by the parties hereto, if at any time the Custodian shall receive any order from a Designated Person directing transfer or redemption of any financial asset in the Securities Accounts, the Custodian shall comply with such entitlement order without further consent by any other person. The Custodian shall be the “securities intermediary” with respect to all Loans and the Securities Accounts and shall comply with any “entitlement orders” Permitted Collateral Administrator Liens (as defined in the UCCCollateral Administration Agreement), the Administrative Agent, so long as this Agreement is in effect, has a first priority security interest in the Securities Collateral Account, which security interest is perfected by Control. The Pledgor shall not hereafter establish and maintain any Securities Collateral Account with any Securities Intermediary without the written consent of the Administrative Agent. The Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and Deliver any and all cash and Investment Property received by it into the Securities Collateral Account or the Cash Collateral Account pursuant to the Collateral Administration Agreement. The Administrative Agent agrees with the Pledgor that the Administrative Agent shall not issue a Notice of Exclusive Control, give any Entitlement Orders or instructions or directions to any Securities Intermediary, unless an Event of Default has occurred and either (i) originated by ACASsuch Event of Default is continuing or (ii) the Administrative Agent has already issued a Notice of Exclusive Control; provided, however, that nothing in the foregoing shall restrict the Administrative Agent from delivering a BBD Notice under the Collateral Administration Agreement and requiring compliance with the provisions of the Collateral Administration Agreement in connection therewith. The Administrative Agent agrees that it will promptly rescind a Notice of Exclusive Control following the cure or waiver of any Event of Default that is not a Continuing Event of Default at the request of the Pledgor. The Pledgor shall not grant Control over any cash or Investment Property to any Person other than the Administrative Agent; provided that nothing contained in this Section 3.2(c) shall release or relieve any Securities Intermediary of its duties and obligations to the Pledgor or any other Person under any applicable requirements of any Law.

Securities Accounts. The Custodian (a) On or before the Effective Date, and at all times thereafter until the Secured Obligations (other than Contingent Indemnification Obligations) have been paid in full, all “securities accounts” (as such term is defined in Section 8-501 of the UCC) of any Grantor (other than any Excluded Account) shall be established and maintained with any securities intermediaries reasonably acceptable to the Primary Holder Representatives (it being understood that a securities intermediary shall be deemed reasonably acceptable to the Public Note Representative if the Company delivers to the Public Note Representative an Officer’s Certificate to the effect that the executing officer has established three segregated nonmade inquiries sufficient to provide the Company a reasonable basis for concluding that such securities intermediary has a sound reputation, is in good standing with applicable regulators and is unlikely to have credit-interest bearing trust accounts designated as related or solvency issues during the “ACAS Unencumbered Account,” period in which the “ACAS Unfunded CMBS Trust Account” and the “ACAS CDO/CLO Concentration Account” applicable Securities Account will be held with such securities intermediary) that have executed a Securities Account Control Agreement (collectively, the “Securities Accounts”). All Loans deposited by ACAS in the Securities Accounts shall be credited to the appropriate Securities Account as instructed by ACAS. Any and all Loans at any time on deposit in, or otherwise to the credit of, Collateral that constitutes a Securities Account shall be maintained in trust by the Custodian for the benefit of ACAS. Each of the parties hereto hereby agrees that the Securities Accounts shall be deemed to be “securities accountsfinancial asset” (as defined in Section 8-501 102(a)(9) of the UCC) shall, upon its inclusion in the Collateral, be promptly credited to a Securities Account and constitute a “security entitlement” (as defined in Section 8-102(a)(17) of the UCC) and each such financial asset shall be transferred to a Securities Account at the time of such inclusion or promptly thereafter. Each Securities Account Control Agreement shall provide that (i) all Collateral credited at any time to any Securities Account (other than any Excluded Account) shall be treated as a “financial asset” (as defined in Section 8-102(a)(9) of the UCC). Each , (ii) each Securities Account thereunder is a “securities account” (as defined in Section 8-501(a) of the parties hereto hereby agrees that UCC), (xiii) the Custodian shall act as securities intermediary on behalf of ACAS with respect to the Securities Accounts and (y) the “securities intermediary’s jurisdiction” jurisdiction (within the meaning of Section 8-110 of the UCC110(e)) for that purpose will shall be the State of New York. The Custodian hereby confirms and agrees that York (unless the Custodian shall not change the name or account number applicable Grantor is an existing client of the applicable securities intermediary and such securities intermediary, as a matter of practice, typically elects another securities intermediary jurisdiction; provided the legal opinion contemplated in the definition of “Securities Accounts without Account Control Agreement” herein is delivered by counsel in such jurisdiction), and (iv) the prior written consent Collateral Trustee on behalf of ACAS. All the Secured Parties shall have “control” (provided control is a springing control only upon the occurrence and during the continuance of a Notice of Acceleration) of all security entitlements by the securities intermediary agreeing in the Securities Account Control Agreement that following the delivery of a “blockage notice” or other property underlying applicable notice under such Securities Account Control Agreement it will comply with entitlement orders originated by the Collateral Trustee without further consent by the Grantor or any “financial assets” other Person (as defined in pursuant to Section 8-102(a) 106 of the UCC) credited to the Securities Accounts in book-entry form shall be registered in the name of Cede & Co., on behalf of ACAS as beneficial owner, endorsed to ACAS or in blank). The Company will use its reasonable commercial efforts to cause each Securities Accounts are accounts Account Control Agreement to which financial assets are or may be credited provide that (i) except for the claims and interest of the Secured Parties and the Custodian shall identify in its records that financial assets credited to ACAS’ Securities Accounts belong to ACAS. Unless otherwise agreed to in a written agreement executed by the parties hereto, if at any time the Custodian shall receive any order from a Designated Person directing transfer or redemption of any financial asset applicable Loan Party in the Securities Accounts, the Custodian applicable securities intermediary does not have actual knowledge of any claim to, or interest in, the applicable Securities Account or in any “financial asset” credited thereto, and (ii) the applicable securities intermediary shall comply with such entitlement order without further consent by promptly notify the Collateral Trustee if any person asserts in writing any lien, encumbrance or adverse claim against the applicable Securities Account or any financial asset credited thereto. All payments made to a Securities Account (other person. than any Excluded Account) shall, as long as no Notice of Acceleration is in effect, be transferred to a Deposit Account that is subject to a Deposit Account Control Agreement. (b) The Custodian Company and the other Grantors shall cause all payments due to the Company or the applicable Grantor in respect of any Pledged Portfolio Investment or any Securitization Retained Security Investment to be the “securities intermediary” deposited in a Deposit Account or credited to a Securities Account subject to a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable. (c) Each Grantor hereby agrees to execute and deliver any Deposit Account Control Agreement or Securities Account Control Agreement with respect to all Loans any Deposit Account or Securities Account (in each case, other than any Excluded Account) as may be required in order to effect perfection by control, respectively, of any cash (pursuant to Section 9-104 of the UCC) or of any financial asset that could constitute a security entitlement (pursuant to Section 8-106(d)(2) of the UCC) at any time included in the Collateral as may be requested by the Collateral Trustee or any Primary Holder Representative. (d) If a Notice of Acceleration is in effect, the Collateral Trustee may cause any cash, cash equivalents and checks held in the Deposit Accounts and the Securities Accounts and shall comply with any “entitlement orders” (as defined in to be transferred to the UCC) originated by ACASCollateral Account maintained under the Collateral Trust Agreement.

Securities Accounts. (a) The Custodian has established three segregated non-interest bearing trust accounts designated Pledgor shall not establish and maintain any Securities Account with any Securities Intermediary unless (1) the Pledgor shall have given the Administrative Agent 30 days’ (or such lesser number of days as the “ACAS Unencumbered Account,” Administrative Agent shall agree to in its sole discretion) prior written notice of the “ACAS Unfunded CMBS Trust Account” Pledgor’s intention to establish such new Securities Account with such Securities Intermediary, (2) such Securities Intermediary shall be reasonably acceptable to the Administrative Agent, (3) such Securities Intermediary and the “ACAS CDO/CLO Concentration Account” Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account and (collectively4) the Pledgor shall have acquired (or, the “Securities Accounts”). All Loans deposited by ACAS within such 30 or less day period, will acquire) beneficial ownership interests in the Securities Accounts shall one or more Pass-Through Certificates (and not have received or to receive or be entitled to receive physical Pass-Through Certificates) and all such ownership interests in Pass-Through Certificates shall, upon acquisition thereof, be credited to the appropriate such Securities Account as instructed by ACASAccount. Any The Pledgor shall accept any cash and all Loans at any time on deposit in, or otherwise to the credit of, a Securities Account shall be maintained Investment Property in trust by the Custodian for the benefit of ACASthe Administrative Agent and, within two (2) Business Days of receipt thereof, deposit any and all cash and Investment Property received by it into the Collection Account (in the case of cash) or a Securities Account (in the case of Investment Property) subject to the Administrative Agent’s Control. Each of the parties hereto hereby agrees that the The Pledgor shall have no right to give any instructions or directions to any Securities Accounts shall be deemed to be “securities accounts” (as defined in Section 8-501 of the UCC). Each of the parties hereto hereby agrees that (x) the Custodian shall act as securities intermediary on behalf of ACAS Intermediary with respect to the Securities Accounts Account maintained with such Securities Intermediary, and (y) the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC) for that purpose will be the State of New Yorkshall not exercise any withdrawal or dealing rights with respect to such Securities Account. The Custodian hereby confirms and Pledgor agrees that the Custodian Pledgor shall not change give any instructions or orders with respect to any Securities Account, including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account. The Pledgor shall not grant Control over any Investment Property to any person other than the name Administrative Agent. (b) As between the Administrative Agent and the Pledgor, the Pledgor shall bear the investment risk with respect to the Investment Property and other Collateral, and the risk of loss of, damage to, or account number the destruction of the Securities Accounts without Investment Property and other Collateral, whether in the prior written consent of ACAS. All securities possession of, or other property underlying any “financial assets” (maintained as defined in Section 8-102(a) of the UCC) credited a Security Entitlement or deposit by, or subject to the Securities Accounts in book-entry form shall be registered in the name of Cede & Co., on behalf of ACAS as beneficial owner, endorsed to ACAS or in blank. The Securities Accounts are accounts to which financial assets are or may be credited and the Custodian shall identify in its records that financial assets credited to ACAS’ Securities Accounts belong to ACAS. Unless otherwise agreed to in a written agreement executed by the parties hereto, if at any time the Custodian shall receive any order from a Designated Person directing transfer or redemption of any financial asset in the Securities AccountsControl of, the Custodian shall comply with such entitlement order without further consent by Administrative Agent, a Securities Intermediary, the Pledgor or any other person. The Custodian shall be the “securities intermediary” with respect to all Loans and the Securities Accounts and shall comply with any “entitlement orders” (as defined in the UCC) originated by ACAS.

Securities Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts other than those listed in Schedule 13 to the Perfection Certificate. The Custodian has established three segregated non-Administrative Agent, upon execution of a Securities Account Control Agreement by such Pledgor, the applicable Securities Intermediary and the Administrative Agent (but in any event within ninety (90) days after the date hereof or such longer period as may be agreed to in writing by the Administrative Agent in its reasonable discretion) will have a first priority security interest bearing trust accounts designated (subject only to Permitted Liens) in each such Securities Account, which security interest is perfected by Control. No Pledgor shall hereafter establish and maintain any Securities Account (other than an Excluded Account) with any Securities Intermediary unless such Securities Intermediary and such Pledgor shall have duly executed and delivered (within thirty (30) days after the date of establishment thereof, or after the date on which such Securities Account ceases to be an Excluded Account, as the case may be, or such longer period as may be agreed to in writing by the Administrative Agent in its sole discretion) a Securities Account Control Agreement with respect to such Securities Account or the Administrative Agent agrees in writing in its sole discretion that such Securities Account Control Agreement shall not be required. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not (i) give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities or Securities Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Pledgor or (ii) deliver a “ACAS Unencumbered notice of sole control” with respect to any Securities Account,” , unless, in each case, an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Pledgor agrees that once the “ACAS Unfunded CMBS Trust Administrative Agent, after the occurrence and during the continuation of an Event of Default, sends an instruction or notice to a Securities Intermediary (with a copy to the applicable Pledgor) exercising its Control over any Securities Account such Pledgor shall not give any instructions or orders with respect to such Securities Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account” , and the “ACAS CDO/CLO Concentration Account” (collectivelyAdministrative Agent agrees that promptly after such Event of Default shall have ceased to exist in accordance with the terms of the Credit Agreement, the “Securities Accounts”). All Loans deposited by ACAS in Administrative Agent shall deliver, upon written notice from Pledgor requesting the same, written notice to the Securities Accounts shall be credited Intermediary rescinding the applicable instruction or notice, at which point the Pledgor’s right to the appropriate Securities Account as instructed by ACAS. Any and all Loans at give any time on deposit in, instructions or otherwise orders with respect to the credit of, a such Securities Account shall be maintained in trust by reinstated. No Pledgor shall grant Control over any Investment Property to any person other than the Custodian for the benefit of ACAS. Each of the parties hereto hereby agrees that the Securities Accounts Administrative Agent, who shall be deemed to be “securities accounts” (as defined in Section 8-501 of the UCC). Each of the parties hereto hereby agrees that (x) the Custodian shall also act as securities intermediary on behalf of ACAS with respect to the Securities Accounts and (y) the “securities intermediary’s jurisdiction” (within the meaning holders of Section 8-110 of the UCC) for that purpose will be the State of New YorkPermitted Additional First Lien Debt. The Custodian hereby confirms and agrees that the Custodian provisions of this Section 3.4(c) shall not change the name or account number of the Securities Accounts without the prior written consent of ACAS. All securities or other property underlying apply to any “financial assets” (as defined in Section 8-102(a) of the UCC) credited to the Securities Accounts in book-entry form shall be registered in the name of Cede & Co., on behalf of ACAS as beneficial owner, endorsed to ACAS or in blank. The Securities Accounts are accounts to which financial assets are or may be credited and the Custodian shall identify in its records that financial assets credited to ACAS’ Securities Accounts belong to ACAS. Unless otherwise agreed to in a written agreement executed by the parties hereto, if at any time the Custodian shall receive any order from a Designated Person directing transfer or redemption of any financial asset in the Securities Excluded Accounts, the Custodian shall comply with such entitlement order without further consent by any other person. The Custodian shall be the “securities intermediary” with respect to all Loans and the Securities Accounts and shall comply with any “entitlement orders” (as defined in the UCC) originated by ACAS.

Securities Accounts. The Custodian i. It has established three segregated nonthe Holding Account and the Sub-interest bearing trust Accounts as required pursuant to the Loan Agreement, identified on SCHEDULE 1B hereto in the names specified in SCHEDULE 1B (such account and the sub-accounts designated referred to in SCHEDULE 1B hereof being referred to herein as the “ACAS Unencumbered Account,” the “ACAS Unfunded CMBS Trust Account” SECURITIES ACCOUNTS). The Holding Account and the “ACAS CDO/CLO Concentration Sub-Accounts will be, if established pursuant to the Loan Agreement, maintained by Cash Management Bank as one or more "securities accounts" as such term is defined in Section 8-501(a) of the UCC. The Sub-Accounts (i) may be ledger or book entry accounts and need not be actual accounts, (ii) shall be linked to the Holding Account and (iii) shall be an Eligible Account to which certain funds shall be allocated and from which disbursements shall be made pursuant to the terms of this Agreement. Except for any funds credited to the Deposit Account” , all property delivered to the Cash Management Bank pursuant to the Loan Agreement and all Permitted Investments shall be credited to the Holding Account or one of the Sub-Accounts on the Business Day following any deposit into the Deposit Account. Each item of property (collectivelywhether investment property, the “Securities Accounts”). All Loans deposited by ACAS in financial asset, security, instrument, cash or otherwise) credited to the Securities Accounts shall be credited to the appropriate Securities Account treated as instructed by ACAS. Any and all Loans at any time on deposit in, or otherwise to the credit of, a Securities Account shall be maintained in trust by the Custodian for the benefit of ACAS. Each of the parties hereto hereby agrees that the Securities Accounts shall be deemed to be “securities accounts” (as defined in Section 8-501 of the UCC). Each of the parties hereto hereby agrees that (x) the Custodian shall act as securities intermediary on behalf of ACAS with respect to the Securities Accounts and (y) the “securities intermediary’s jurisdiction” ("financial asset" within the meaning of Section 8-110 102(a)(9) of the UCC) for that purpose will be the State of New York. The Custodian hereby confirms and agrees that the Custodian shall not change the name or account number of the Securities Accounts without the prior written consent of ACAS. All securities or other property underlying any “"financial assets” " (as defined in Section 8-102(a102(a)(9) of the UCC) credited to the Securities Accounts in book-entry form shall be registered in the name of Cede & Co.Cash Management Bank, on behalf indorsed to Cash Management Bank or indorsed in blank or credited to a securities account in the name of ACAS as beneficial ownerthe Cash Management Bank. In no case shall any financial asset credited to the Collateral Accounts be registered in the name of Borrower, payable to the order of Borrower or specially endorsed to ACAS Borrower except to the extent the foregoing have been specially endorsed to Cash Management Bank or in blank. The Securities Accounts are accounts to which financial assets are or may be credited and the Custodian shall identify in its records that financial assets credited to ACAS’ Securities Accounts belong to ACAS. Unless otherwise agreed to in a written agreement executed by the parties hereto, if at any time the Custodian shall receive any order from a Designated Person directing transfer or redemption of any financial asset in the Securities Accounts, the Custodian shall comply with such entitlement order without further consent by any other person. The Custodian shall be the “securities intermediary” with respect to all Loans and the Securities Accounts and shall comply with any “entitlement orders” (as defined in the UCC) originated by ACAS.