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. (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 through a Securities Intermediary or commodity intermediary, such Grantor shall, at the Administrative Agent’s reasonable request and option from time to time following the occurrence and during the continuance of an Event of Default, promptly provide to the Administrative Agent a list of such Securities and other Investment Property and related account names and numbers, and the name, address and contact information for each Securities Intermediary or commodity intermediary, and shall either (a) use reasonable efforts to cause such Securities Intermediary or (as the “ACAS Unencumbered Account,” the “ACAS Unfunded CMBS Trust Account” and the “ACAS CDO/CLO Concentration Account” (collectivelycase may be) commodity intermediary to agree to comply, 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 each case without further consent of such Grantor or such nominee, at any time on deposit induring the continuance of an Event of Default with Entitlement Orders or other instructions from the Administrative Agent to such Securities Intermediary as to such securities or other Investment Property, or otherwise (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Administrative Agent to such commodity intermediary, all pursuant to a control agreement in form and substance reasonably satisfactory to the credit ofAdministrative Agent, or (b) in the case of Financial Assets or other Investment Property held through a Securities Account shall be maintained in trust by the Custodian Intermediary, arrange for the benefit of ACAS. Each of Administrative Agent to become 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 Entitlement Holder with respect to such Investment Property, with such Grantor being permitted, only with the Securities Accounts and (y) the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110 consent of the UCC) for that purpose will be the State of New YorkAdministrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Custodian hereby confirms and Administrative Agent agrees with each Grantor that the Custodian Administrative Agent shall not change the name give any such entitlement orders or account number of the instructions or directions to any such issuer, Securities Accounts without the prior written Intermediary or commodity 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 the Securities Accountswithdrawal or dealing rights by such Grantor, 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 unless an Event of Default has occurred and the Securities Accounts and shall comply with any “entitlement orders” (as defined in the UCC) originated by ACASis continuing.

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 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 no Securities Accounts other than those listed in Schedule 4.06(b) hereto. As promptly as practicable, and in any event within 60 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 15 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 4.06(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 Foreign Entity 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 actual receipt thereof any and all cash and Investment Property (other than (w) any cash or Investment Property deposited into any Excluded Deposit Account or Excluded 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 Account, (x) the Custodian shall act as securities intermediary on behalf of ACAS with respect any Investment Property not required to be delivered to the Securities Accounts and Collateral Agent pursuant to Section 3.02, (y) any Investment Property pledged and delivered to the “securities intermediaryCollateral Agent pursuant to Section 3.02, and (z) any Excess Foreign Subsidiary Voting Equity Interest) received by it into a Deposit Account or Securities Account subject to the 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 exercise of any 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. Except in book-entry form shall be registered in accordance with 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 heretoRCF Intercreditor Agreement, if at applicable, no Grantor shall grant Control over any time Collateral that is Investment Property to any Person other than 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 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” 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. 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 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 shall comply with such entitlement order without further consent by applicable securities intermediary does not have actual knowledge of any other person. The Custodian shall be claim to, or interest in, the “securities intermediary” with respect to all Loans and the applicable Securities Accounts and shall comply with Account or in any “entitlement ordersfinancial asset” credited thereto, and (ii) the applicable securities intermediary shall 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 than any Excluded Account) shall, as defined long as no Notice of Acceleration is in the UCC) originated by ACASeffect, be transferred to a Deposit Account that is subject to a Deposit Account Control Agreement.

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.