EXHIBIT 10.18
SECURITIES ACCOUNT CONTROL AGREEMENT
SECURITIES ACCOUNT CONTROL AGREEMENT dated as of December 30,
2003
among MORGAN STANLEY SPECTRUM SELECT L.P.
(the "Lien Grantor"), MORGAN STANLEY &
CO. INCORPORATED (the "Secured Party"), and
MORGAN STANLEY DW INC. (the
"Securities Intermediary"). All references
herein to the "UCC" refer to the
Uniform Commercial Code as in effect from
time to time in [the State of New
York]. Terms defined in the UCC have the
same meanings when used herein.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Lien
Grantor is the entitlement holder with respect
to the Account (as defined below);
WHEREAS, the Lien Grantor pursuant to Section 6(f) of a
Commodity
Futures Customer Agreement dated as of May
1, 2000 (the "Customer Agreement")
has granted to the Secured Party a
continuing security interest (the "Security
Interest") in all right, title and interest
of the Lien Grantor in, to and under
the Account, all financial assets credited
thereto and all security entitlements
in respect thereof, whether now owned or
existing or hereafter acquired or
arising; and
WHEREAS, the parties hereto are entering into this Agreement in
order to perfect the Security Interest in
the Account, all financial assets from
time to time credited thereto and all
security entitlements in respect thereof;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Establishment of Account. The Securities
Intermediary
confirms that:
(i) the Securities Intermediary has established the account
numbers
listed on the attached Appendix A (which
Appendix may be amended in writing by
the parties from time to time) in the name
of "Morgan Stanley Spectrum Select
L.P." (such account and any successor
account, the "Account"),
(ii) the Account is a "securities account" as defined in
Section
8-501 of the UCC,
(iii) the Securities Intermediary is acting as a "securities
intermediary" (as defined in Section 8-102
of the UCC) in respect of the
Account,
(iv) the Securities Intermediary shall, subject to the terms of
this
Agreement, treat the Lien Grantor as
entitled to exercise the rights that
comprise all financial assets from time to
time credited to the Account,
(v) all property delivered to the Securities Intermediary by or
on
behalf of the Lien Grantor for credit to
the Account will be promptly credited
to the Account, and
(vi) all financial assets (except cash) credited to the Account
will
be registered in the name of the Securities
Intermediary, indorsed to the
Securities Intermediary or in blank or
credited to another securities account
maintained in the name of the Securities
Intermediary and in no case will any
financial asset credited to the Account be
registered in the name of the Lien
Grantor, payable to the order of the Lien
Grantor or specially indorsed to the
Lien Grantor unless such financial asset
has been further indorsed to the
Securities Intermediary or in blank.
Section 2. "Financial Assets" Election. The parties hereto
agree
that each item of property (whether
investment property, financial asset,
security, instrument, cash or other
property) credited to the Account shall be
treated as a "financial asset" within the
meaning of Sections 8-102(a)(9) and
8-103 of the UCC.
Section 3. Entitlement Orders. The Securities Intermediary agrees
to
comply with any "entitlement order" (as
defined in Section 8-102 of the UCC)
originated by the Secured Party and
relating to the Account or any financial
asset credited thereto without further
consent by the Lien Grantor or any other
person. The Lien Grantor consents to the
foregoing agreement by the Securities
Intermediary.
Section 4. Choice of Law. This Agreement shall be construed in
accordance with and governed by the laws of
the State of New York. The State of
New York shall be deemed to be the
securities intermediary's jurisdiction with
respect to the Account, all financial
assets credited thereto and all security
entitlements in respect thereof for
purposes of the UCC (including, without
limitation, Section 8-110 thereof).
Section 5. Amendments. No amendment or modification of this
Agreement or waiver of any right hereunder
shall be binding on any party hereto
unless it is in writing and is signed by
all the parties hereto.
Section 6. Notice of Adverse Claims. Except for the claims and
interests of the Secured Party and the Lien
Grantor, and security interests in
favor of the Securities Intermediary, the
Securities Intermediary does not know
of any claim to, or interest in, the
Account, any financial asset credited
thereto or any security entitlement in
respect thereof. If any person other than
the Lien Grantor, the Secured Party or the
Securities Intermediary asserts any
lien, encumbrance or adverse claim
(including any writ, garnishment, judgment,
attachment, execution or similar process)
against the Account, any financial
asset credited thereto or any security
entitlement in respect thereof, the
Securities Intermediary will promptly
notify the Secured Party and the Lien
Grantor thereof.
Section 7. Maintenance of Account. In addition to, and not in
lieu
of, the obligation of the Securities
Intermediary to honor entitlement orders as
agreed in Section
