ACCOUNT CONTROL AGREEMENT
Date: March 5, 2007
Parties
Citibank Europe plc, as “ Secured
Party ”
Allied World Assurance Company, Ltd , a company organized
and existing under the laws of Bermuda, as “
Pledgor ”
Mellon Bank, N.A., as “ Bank
”
Account Number: AWAF00010002
(this
“Agreement”)
Background
Pledgor
has granted Secured Party a security interest in the financial
assets in the securities account identified above (the
“Account” ), maintained by Bank for Pledgor,
(including any security entitlement) and in the Account. The
parties are entering into this Agreement to provide for the control
of the Account as a means to perfect the security interest of
Secured Party. Bank has no responsibility to Secured Party in
respect to the validity or perfection of such security interest
otherwise than to act in accordance with the terms and conditions
of this Agreement.
Agreement
1. The
Account
Bank
represents and warrants to Secured Party that Bank maintains the
Account. Bank represents and warrants that except for the claim and
interest of Pledgor, Secured Party and any interest in favour of
Citibank, N.A., or the claim of Bank as provided in Section 4
of this Agreement, Bank does not know of any claim to or interest
in the Account or any financial assets credited thereto. Bank,
Pledgor and Secured Party agree that the Account is a
”Securities Account” as that term is defined in
Section 8-501(a) of the Uniform Commercial Code as in effect
from time to time in the State of New York (the
“NYUCC”). Bank, Pledgor and Secured Party agree that
each item of Investment Property, Securities, Security
Entitlements, Financial Assets, Instruments or other property and
all other funds, cash or cash equivalents credited to the Account
shall be treated as a “ Financial Asset” within
the meaning of Section 8-102(a)(9) of the NYUCC.
2.
Control by Secured Party
Bank
will comply with all notifications it receives directing it to
transfer or redeem any Financial Assets credited to the Account
(each an Entitlement Order as defined in Section 8-102(a)(8)
of the NYUCC) originated by Secured Party and shall otherwise treat
Secured Party as entitled to exercise the rights in respect of any
Financial Asset credited to the Account without further consent by
Pledgor. This provision is intended to grant Secured Party control
of all Security Entitlements in the Account for the purposes of
section 9-106(c) of the NYUCC.
3.
Pledgor’s Rights in Account
Subject
to this Section 3, until Bank receives an Entitlement Order
from the Secured Party, Bank may accept and comply with any
”Entitlement Order” from Pledgor with regard to the
Account or any Financial Asset as follows:
| 3.01 |
|
Until Bank receives an Entitlement Order from Secured Party,
Bank shall distribute to Pledgor all cash distributions received in
regard to Financial Assets in the Account. Cash distributions do
not include any principal received upon sale, redemption or
maturity of a Financial Asset, and any such cash will be held for
the benefit of Secured Party. |