Common use of Control Agreements Clause in Contracts

Control Agreements. (a) As of the date hereof, no Pledgor has any Deposit Accounts, Securities Accounts or Commodities Accounts other than the accounts listed on Schedule 6. For all Deposit Accounts and Securities Accounts maintained by the Issuer as of the date hereof (other than Excluded Accounts, collectively, the “Existing Blocked Accounts”), the Issuer shall ensure that the Collateral Agent has control (within the meaning of the UCC), within 90 days after the date of this Agreement, by causing the institution maintaining each such Existing Blocked Account to enter into a Control agreement with the Collateral Agent, pursuant to which the applicable institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in such Existing Blocked Account without further consent by Issuer or agree to comply with the Collateral Agent’s Entitlement Orders with respect to such Securities Account without further consent by the Issuer, as applicable, or agree to comply with the Collateral Agent’s Entitlement Orders with respect to such Securities Account without further consent by the Issuer, as applicable. If any institution with which an Existing Blocked Account is maintained refuses to, or does not, enter into a Control agreement in response to reasonable comments from the Collateral Agent, then the Issuer shall promptly (and in any event within 90 days after notice from the Collateral Agent) close the applicable Existing Blocked Account, transfer all balances therein to another Blocked Account meeting the requirements of this Section 2.3, and, if practicable, prior to such transfer, cause the institution maintaining such account to enter into a Control agreement in compliance with this Section 2.3(a); provided that, to the extent it is not practicable for the Issuer to cause the institution maintaining such account to enter into a Control agreement prior to such transfer, Section 2.3(b)(i) shall not apply to the new Blocked Account being opened and within 90 days of opening such account, the Issuer shall ensure that the Collateral Agent has control (within the meaning of the UCC) with respect to such account. Notwithstanding anything else contained herein, no institution shall be required to subordinate its security interest in a Deposit Account, Securities Account, or Commodities Account.

Control Agreements. (aWithin the time period set forth in Section 11.2(c) As of the date hereofIndenture, no Pledgor has any for each Deposit AccountsAccount, Securities Accounts or Commodities Accounts other than the accounts listed on Schedule 6. For all Deposit Accounts Account and Securities Accounts maintained by the Issuer as of the date hereof Commodity Account (other than Excluded Accounts) that such Grantor at any time maintains, collectivelysuch Grantor will cause (or, at any time prior to the Discharge of Senior Obligations, while and to the extent an agreement granting “control” to the First Lien Collateral Agent over any such Deposit Account, Securities Account or Commodity Account is in effect, will make commercially reasonable efforts to cause) at all times, pursuant to a Control Agreement in form satisfactory to the Collateral Agent, the “Existing Blocked Accounts”)depository bank that maintains such Deposit Account, the Issuer shall ensure securities intermediary that maintains such Securities Account, or the commodities intermediary that maintains such Commodity Account, as applicable, to agree to comply at any time (a) with entitlement orders from the Collateral Agent has control to such securities intermediary with regard to a Securities Account, (b) with instructions from the Collateral Agent to such depository bank, directing the disposition of funds from time to time in such Deposit Account, and (c) with directions of the Collateral Agent to such commodity intermediary for the application of value on account of commodity contracts carried in such Commodity Account, in each case without further consent of such Grantor and sufficient to grant the Collateral Agent with “control” within the meaning of Section 8-106 of the UCC), within 90 days after Section 9-104 of the date UCC and Section 9-106 of this Agreementthe UCC, by causing the institution maintaining each as applicable, and Grantor shall take such Existing Blocked Account to enter into a Control agreement with other action as is necessary, or as the Collateral AgentAgent may reasonably request, pursuant in order to which the applicable institution shall agree to comply with perfect the Collateral Agent’s instructions with respect to disposition (on behalf of funds the Secured Parties) security interest in such Existing Blocked Account without further consent by Issuer or agree to comply with the Collateral Agent’s Entitlement Orders with respect to such Deposit Account, Securities Account without further consent or Commodity Account, including by control as aforesaid; provided that, such Grantor shall not cause or permit any Excluded Account to cease to constitute an “Excluded Account” (other than as a result of the Issuerclosing of such Excluded Account) unless such Deposit Account, Securities Account or Commodity Account, as applicable, or agree is subject to comply with a Control Agreement in favor of the Collateral Agent in form satisfactory to the Collateral Agent’s Entitlement Orders with respect to such Securities Account without further consent by . Notwithstanding the Issuerforegoing or the terms of any Control Agreement, as applicable. If any institution with which unless an Existing Blocked Account Event of Default is maintained refuses to, or does not, enter into a Control agreement in response to reasonable comments from the Collateral Agent, then the Issuer shall promptly (and in any event within 90 days after notice from the Collateral Agent) close the applicable Existing Blocked Account, transfer all balances therein to another Blocked Account meeting the requirements of this Section 2.3, and, if practicable, prior to such transfer, cause the institution maintaining such account to enter into a Control agreement in compliance with this Section 2.3(a); provided that, to the extent it is not practicable for the Issuer to cause the institution maintaining such account to enter into a Control agreement prior to such transfer, Section 2.3(b)(i) shall not apply to the new Blocked Account being opened and within 90 days of opening such account, the Issuer shall ensure that continuing the Collateral Agent has control will not enforce the terms of any Control Agreement in order to take possession of, or prevent or limit the ability of any Grantor to direct the disposition of, the funds and other assets held in any Deposit Account, Securities Account or Commodity Account. The Company agrees to provide to the Collateral Agent each notice that the Company provides to the First Lien Collateral Agent (within at the meaning time such notice is provided to the Revolving Administrative Agent) regarding the opening of the UCC) with respect to such account. Notwithstanding anything else contained herein, no institution shall be required to subordinate its security interest in a Deposit Account, Securities Account or Commodity Account (other than an Excluded Account). Notwithstanding the foregoing, it is understood and agreed that, if at any time the Senior Obligations are outstanding, (i) if a Control Agreement for a Deposit Account that would otherwise be subject to this Section 6.9 is reasonably acceptable to the First Lien Collateral Agent then it shall be deemed to be acceptable the Collateral Agent for purposes of complying with this Section 6.9 and (ii) if the Grantors shall have delivered a Control Agreement to the First Lien Collateral Agent for a Deposit Account that would otherwise be subject to this Section 6.9, the form of the Control Agreement (subject to customary modification to reflect the Applicable Agent’s interest in such Deposit Accounts) delivered to the First Lien Collateral Agent shall be deemed acceptable to the Collateral Agent for purposes of complying with this Section 6.9; provided, however, that no Control Agreement shall be deemed to be acceptable to the Collateral Agent if it requires the Collateral Agent in its individual capacity to indemnify the commodity intermediary, banking institution or Commodities Accountsecurities intermediary (as applicable).

Control Agreements. (a) As of the date hereof, no Pledgor has any For all Deposit Accounts, Securities Accounts or Accounts, Commodities Accounts other than the and any similar accounts listed on Schedule 6. For all Deposit Accounts and Securities Accounts maintained by the Issuer as of the date hereof (other than Excluded Accounts, collectively, the “Existing Blocked Accounts”), the Issuer shall ensure that the Collateral Agent has control (within the meaning of the UCC) (within 60 days after the date of this Agreement (or such later date acceptable to the Controlling Party), within 90 ; provided that the Issuer shall use best efforts to ensure that the Collateral Agent has control with 30 days after the date of this Agreement, ) with respect to any such Existing Blocked Account of the Issuer by causing the institution maintaining each such Existing Blocked Account account to enter into a Control agreement with in form and substance reasonably satisfactory to the Collateral AgentControlling Party, pursuant to which the applicable institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in such Existing Blocked Account without further consent by Issuer or agree to comply with the Collateral Agent’s Entitlement Orders with respect to such Securities Account without further consent by the Issuer, as applicable, or agree to comply with the Collateral Agent’s Entitlement Orders with respect to such Securities Account without further consent by the Issuer, as applicable. If any institution with which an Existing Blocked Account is maintained refuses to, or does not, enter into a Control agreement in response to reasonable comments from the Controlling Party and the Collateral Agent, then the Issuer shall promptly (and in any event within 90 60 days after notice from the Collateral AgentControlling Party (or such later date acceptable to the Controlling Party)) close the applicable respective Existing Blocked Account, transfer all balances therein to another Blocked Account meeting the requirements of this Section 2.3, and, if practicable, prior to such transfer, cause the institution maintaining such account to enter into a Control agreement in compliance with this Section 2.3(a); provided that, to the extent it is not practicable for the Issuer to cause the institution maintaining such account to enter into a Control agreement prior to such transfer, Section 2.3(b)(i) shall not apply to the new Blocked Account being opened and within 90 60 days (or such later date acceptable to the Controlling Party) of opening such account, the Issuer shall ensure that the Collateral Agent has control (within the meaning of the UCC) (within 60 days after the date of this Agreement (or such later date acceptable to the Controlling Party)) with respect to such account. Notwithstanding anything else contained herein, no institution shall be required to subordinate its security interest in a Deposit Account, Securities Account, or Commodities Account.

Control Agreements. With respect to any Mortgage Asset or collateral for a Mortgage Asset that is an uncertificated security (a) As of the date hereof, no Pledgor has any Deposit Accounts, Securities Accounts or Commodities Accounts other than the accounts listed on Schedule 6. For all Deposit Accounts and Securities Accounts maintained by the Issuer as of the date hereof (other than Excluded Accounts, collectively, the “Existing Blocked Accounts”), the Issuer shall ensure that the Collateral Agent has control (within the meaning of defined in the UCC), within 90 days after securities entitlement (as defined in the date of this UCC) or is held in a securities account (as defined in the UCC), the Borrower shall provide to the Administrative Agent a control agreement, which shall be acceptable to the Administrative Agent in its discretion and shall be delivered to the Custodian under the Custodial Agreement, by causing the institution maintaining each such Existing Blocked Account to enter into a Control agreement with the Collateral Agent, pursuant to which the applicable institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in such Existing Blocked Account without further consent by Issuer or agree to comply with the Collateral Agent’s Entitlement Orders with respect to such Securities Account without further consent executed by the Issuerissuer of the Mortgage Asset or the collateral for the Mortgage Asset or the related securities intermediary (as defined in the UCC), as applicable, granting control (as defined in the UCC) of such Mortgage Asset or agree collateral for such Mortgage Asset to comply with the Collateral Agent’s Entitlement Orders with respect Administrative Agent and providing that, after an Event of Default, the Administrative agent shall be entitled to such Securities Account without further consent by notify the Issuerissuer or securities intermediary, as applicable, that such issuer or securities intermediary shall comply exclusively with the instructions or entitlement orders (as defined in the UCC), as applicable, of the Administrative Agent without the consent of the Borrower or any other Person and no longer follow the instructions or entitlement orders, as applicable, of the Borrower or any other Person (other than the Administrative Agent). If All of the Borrowers’ right, title and interest in the Mortgage Assets that constitute CMBS Securities shall be pledged to the Administrative Agent on the applicable Borrowing Date. The Borrowers shall deliver to the Custodian on behalf of the Administrative Agent as agent for the Lenders a complete set of all transfer documents to be completed by the Administrative Agent as agent for the Lenders and executed copies of any institution with which an Existing Blocked Account is maintained refuses totransfer documents to be completed by the applicable Borrower, or does notin either case in blank, enter into a Control agreement but in response form sufficient to reasonable comments allow transfer and registration of such Mortgage Assets to the Administrative Agent as agent for the Lenders no later than the proposed Borrowing Date for the relevant Mortgage Asset, and such CMBS Securities shall be medallion guaranteed. All transfers of certificated securities from the Collateral Agent, then Borrowers to the Issuer Administrative Agent as agent for the Lenders shall promptly be effected by physical delivery to the Custodian of the Mortgage Assets (and in any event within 90 days after notice from the Collateral Agent) close duly endorsed by the applicable Existing Blocked AccountBorrower, transfer all balances therein in blank), together with a stock power executed by the applicable Borrower, in blank. With respect to another Blocked Account meeting Mortgage Assets that shall be delivered through the requirements DTC or the National Book Entry System of this Section 2.3the Federal Reserve or any similar firm or agency, andas applicable, if practicable, prior in book–entry form and credited to such transfer, cause the institution maintaining such account to enter into a Control agreement or otherwise held in compliance with this Section 2.3(a); provided that, to the extent it is not practicable for the Issuer to cause the institution maintaining such account to enter into a Control agreement prior to such transfer, Section 2.3(b)(i) shall not apply to the new Blocked Account being opened and within 90 days of opening such an account, the Issuer Borrowers shall ensure that take such actions necessary to provide instruction to the Collateral Agent has control (within the meaning relevant financial institution, clearing corporation, securities intermediary or other entity to effect and perfect a legally valid delivery of the UCC) with respect relevant interest granted herein to such accountthe Administrative Agent as agent for the Lenders hereunder to be held in the Securities Account. Notwithstanding anything else contained herein, no institution Mortgage Assets delivered in book–entry form shall be required to subordinate its security interest under the custody of and held in a Deposit Account, the name of the Administrative Agent as agent for the Lenders in the Securities Account, or Commodities Account.

Control Agreements. Within forty-five (a45) As days after the Effective Date, the applicable Obligors shall deliver to Collateral Agent one or more Control Agreements in respect of the date hereof, no Pledgor has any each Deposit Accounts, Securities Accounts or Commodities Accounts other than the accounts listed on Schedule 6. For all Deposit Accounts Account and Securities Accounts Account maintained by the Issuer such Obligors which are not, as of the date hereof (other than Excluded Accounts, collectively, the “Existing Blocked Accounts”), the Issuer shall ensure that the Collateral Agent has control (within the meaning of the UCC), within 90 days after the date of this Agreement, by causing subject to the institution maintaining each such Existing Blocked Custody Account to enter into a Control agreement Agreement or maintained with the Collateral Agent, pursuant to which the applicable institution shall agree to comply together with the Collateral Agent’s instructions with respect to disposition a favorable opinion of funds in such Existing Blocked Account without further consent by Issuer or agree to comply with the Collateral Agent’s Entitlement Orders counsel with respect to such Control Agreement; provided that the Obligors shall not be required to deliver any Control Agreement for any Excluded Account or any Deposit Account or Securities Account without further consent by if the Issuer, as applicable, or agree to comply aggregate value of all such assets (that are not either maintained with the Collateral Agent or subject to a Control Agreement) would not be greater than $2,500,000 in the aggregate; provided further, for the avoidance of doubt, any Cash or other financial assets that are not subject to a Control Agreement shall not be included in the Borrowing Base. So long as no Event of Default has occurred and is continuing or would result therefrom, each Obligor may transfer, use and distribute its assets (and the proceeds thereof) that are in any Deposit Account or any Securities Account to the extent not prohibited by this Agreement or the other Loan Documents; provided, however, that if (a) the transfer of such assets (which are included in the Borrowing Base) is to a Deposit Account or Securities Account maintained with a Person other than Collateral Agent and (b) such assets are maintained in such Deposit Account or Securities Account by an Obligor, and (x) are not subject to a Control Agreement in favor of Collateral Agent’s Entitlement Orders , (y) such Deposit Account or Securities Account is not an Excluded Account, and (z) after giving effect to the proposed transfer, the aggregate value of all such assets (that are not either maintained with Collateral Agent or subject to a Control Agreement) would be greater than $2,500,000 in the aggregate, the Obligors shall not transfer such assets to such Deposit Account or Securities Account until such time as the applicable bank or securities intermediary executes a Control Agreement in favor of the Collateral Agent with respect to such Deposit Account or Securities Account without further consent by Account. The Obligors shall provide prior written notice to Collateral Agent in the Issuer, as applicable. If any institution event that the aggregate value of all assets held in such Deposit Accounts or Securities Accounts (other than Deposit Accounts or Securities Accounts maintained with Collateral Agent or which an Existing Blocked Account is maintained refuses to, or does not, enter into are subject to a Control agreement Agreement in response to reasonable comments from the Collateral Agent, then the Issuer shall promptly (and in any event within 90 days after notice from favor of the Collateral Agent) close exceeds or would exceed $2,500,000 in the applicable Existing Blocked Accountaggregate. No arrangement contemplated hereby or by any Control Agreement in respect of any Securities Accounts or other Investment Property shall be modified by any Obligor without the prior written consent of the Collateral Agent. Subject to Section 8.08, transfer all balances therein to another Blocked Account meeting the requirements of this Section 2.3, and, if practicable, prior to such transfer, cause the institution maintaining such account to enter into a Control agreement in compliance with this Section 2.3(a); provided that, to the extent it is not practicable for the Issuer to cause the institution maintaining such account to enter into a Control agreement prior to such transfer, Section 2.3(b)(i) shall not apply to the new Blocked Account being opened and within 90 days of opening such account, the Issuer shall ensure that the Collateral Agent has control (within may notify any bank or securities intermediary to liquidate the meaning of applicable Deposit Account or Securities Account or any related Investment Property constituting Collateral maintained or held in such Securities Accounts and remit the UCC) with respect proceeds thereof to such accountthe Collateral Agent. Notwithstanding anything else contained herein, no institution shall be required to subordinate its security interest in a Deposit Account, Securities Account, or Commodities Account.Guarantee and Security Agreement

Control Agreements. Within sixty (a60) As of days after the date hereof, no Pledgor has any Deposit Accounts, Securities Accounts Effective Date (or Commodities Accounts other than the accounts listed on Schedule 6. For all Deposit Accounts and Securities Accounts maintained such longer time period as agreed to by the Issuer as of the date hereof (other than Excluded Accounts, collectively, the “Existing Blocked Accounts”Collateral Agent in its sole discretion), the Issuer applicable Obligors shall ensure that deliver to the Collateral Agent has control (within the meaning one or more Control Agreements in respect of the UCC)each Deposit Account and Securities Account maintained by such Obligors which are not, within 90 days after as of the date of this Agreement, by causing the institution maintaining each such Existing Blocked Account to enter into a Control agreement maintained with the Collateral Agent, pursuant to which the applicable institution shall agree to comply together with the Collateral Agent’s instructions with respect to disposition a favorable opinion of funds in such Existing Blocked Account without further consent by Issuer or agree to comply with the Collateral Agent’s Entitlement Orders counsel with respect to such Control Agreement; provided that the Obligors shall not be required to deliver any Control Agreement for any Excluded Account or any Deposit Account or Securities Account without further consent by if the Issuer, as applicable, or agree to comply aggregate value of all such assets (that are not either maintained with the Collateral Agent or subject to a Control Agreement) would not be greater than $2,500,000 in the aggregate; provided further, for the avoidance of doubt, any Cash or other financial assets that are not subject to a Control Agreement shall not be included in the Borrowing Base. So long as no Event of Default has occurred and is continuing or would result therefrom, each Obligor may transfer, use and distribute its assets (and the proceeds thereof) that are in any Deposit Account or any Securities Account to the extent not prohibited by this Agreement or the other Loan Documents; provided, however, that if (a) the transfer of such assets is to a Deposit Account or Securities Account maintained with a Person other than the Collateral Agent and (b) such assets are maintained in such Deposit Account or Securities Account by an Obligor, and (x) are not subject to a Control Agreement in favor of the Collateral Agent’s Entitlement Orders , (y) such Deposit Account or Securities Account is not an Excluded Account, and (z) after giving effect to the proposed transfer, the aggregate value of all such assets (that are not either maintained with the Collateral Agent or subject to a Control Agreement) would be greater than $2,500,000 in the aggregate, the Obligors shall not transfer such assets to such Deposit Account or Securities Account until such time as the applicable bank or Securities Intermediary executes a Control Agreement in favor of the Collateral Agent with respect to such Deposit Account or Securities Account without further consent by Account. The Obligors shall provide prior written notice to the Issuer, as applicable. If any institution Collateral Agent in the event that the aggregate value of all assets held in such Deposit Accounts or Securities Accounts (other than Deposit Accounts or Securities Accounts maintained with the Collateral Agent or which an Existing Blocked Account is maintained refuses to, or does not, enter into are subject to a Control agreement Agreement in response to reasonable comments from the Collateral Agent, then the Issuer shall promptly (and in any event within 90 days after notice from favor of the Collateral Agent) close exceeds or would exceed $2,500,000 in the applicable Existing Blocked Accountaggregate. No arrangement contemplated hereby or by any Control Agreement in respect of any Securities Account or other Investment Property shall be modified by any Obligor without the prior written consent of the Collateral Agent. Subject to Section 8.08, transfer all balances therein to another Blocked Account meeting the requirements of this Section 2.3, and, if practicable, prior to such transfer, cause the institution maintaining such account to enter into a Control agreement in compliance with this Section 2.3(a); provided that, to the extent it is not practicable for the Issuer to cause the institution maintaining such account to enter into a Control agreement prior to such transfer, Section 2.3(b)(i) shall not apply to the new Blocked Account being opened and within 90 days of opening such account, the Issuer shall ensure that the Collateral Agent has control (within may notify any bank or Securities Intermediary to liquidate the meaning of applicable Deposit Account or Securities Account or any related Investment Property constituting Collateral maintained or held in such Securities Accounts and remit the UCC) with respect proceeds thereof to such accountthe Collateral Agent. Notwithstanding anything else contained herein, no institution shall be required to subordinate its security interest in a Deposit Account, Securities Account, or Commodities Account.Guarantee and Security Agreement

Control Agreements. Borrowers agree that they will not, and will not permit their Subsidiaries to, transfer assets out of any of their Cash Management Accounts or Securities Accounts; provided, however, that so long as no Event of Default has occurred and is continuing or would result therefrom, Borrowers and their Subsidiaries may use such assets (and the proceeds thereof) to the extent not prohibited by this Agreement or the other Loan Documents and, if the transfer is to another bank or securities intermediary, so long as the applicable Borrower or Subsidiary, Lender, and the substitute bank or securities intermediary have entered into a Control Agreement. Notwithstanding the foregoing, the parties understand and agree that as of the Closing Date: (a) As Borrowers have numerous local bank accounts which are not Cash Management Accounts (each, a "Local Bank Account") into which deposits are made on a daily basis in connection with the Bickford's Business and from which funds are directed to be transferrxx xx x Xxsh Management Account, (b) the Local Bank Accounts are not required to be subject to a Control Agreement, unless requested by Lender, (c) the transfer of funds from the Local Bank Accounts to a Cash Management Account shall not constitute a Default or an Event of Default under this Agreement, and (d) the failure of a Local Bank Account to be subject to a Control Agreement shall not constitute a Default or an Event of Default under this Agreement until forty-five (45) days after a written request by Lender that such Local Bank Account become subject to a Control Agreement. Borrowers agree that they will and will cause their Subsidiaries to take any or all reasonable steps that Lender requests in order for Lender to obtain control in accordance with Sections 9-104, 9-105, 9-106, and 9-107 of the date hereofCode with respect to any of its or their Securities Accounts, no Pledgor has any Deposit Accounts, electronic chattel paper, Investment Property, and letter-of-credit rights. No arrangement contemplated hereby or by any Control Agreement in respect of any Securities Accounts or Commodities Accounts other than Investment Property shall be modified by Borrowers without the accounts listed on Schedule 6prior written consent of Lender. For all Deposit Accounts Upon the occurrence and Securities Accounts maintained by during the Issuer as continuance of the date hereof (other than Excluded Accountsa Default or Event of Default, collectively, the “Existing Blocked Accounts”), the Issuer shall ensure that the Collateral Agent has control (within the meaning of the UCC), within 90 days after the date of this Agreement, by causing the institution maintaining each such Existing Blocked Account Lender may notify any bank or securities intermediary to enter into a Control agreement with the Collateral Agent, pursuant to which liquidate the applicable institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in such Existing Blocked Deposit Account without further consent by Issuer or agree to comply with the Collateral Agent’s Entitlement Orders with respect to such Securities Account without further consent by or any related Investment Property maintained or held thereby and remit the Issuer, as applicable, or agree to comply with the Collateral Agent’s Entitlement Orders with respect to such Securities Account without further consent by the Issuer, as applicable. If any institution with which an Existing Blocked Account is maintained refuses to, or does not, enter into a Control agreement in response to reasonable comments from the Collateral Agent, then the Issuer shall promptly (and in any event within 90 days after notice from the Collateral Agent) close the applicable Existing Blocked Account, transfer all balances therein to another Blocked Account meeting the requirements of this Section 2.3, and, if practicable, prior to such transfer, cause the institution maintaining such account to enter into a Control agreement in compliance with this Section 2.3(a); provided that, proceeds thereof to the extent it is not practicable for the Issuer to cause the institution maintaining such account to enter into a Control agreement prior to such transfer, Section 2.3(b)(i) shall not apply to the new Blocked Account being opened and within 90 days of opening such account, the Issuer shall ensure that the Collateral Agent has control (within the meaning of the UCC) with respect to such account. Notwithstanding anything else contained herein, no institution shall be required to subordinate its security interest in a Deposit Account, Securities Account, or Commodities Lender's Account.

Control Agreements. (a) As Borrower agrees that it will not transfer assets out of any Securities Accounts other than as permitted under Section 7.12 and, if to another securities intermediary, unless each of Borrower, Lender, and the date hereof, no Pledgor has substitute securities intermediary have entered into a Control Agreement. No arrangement contemplated hereby or by any Deposit Accounts, Control Agreement in respect of any Securities Accounts or Commodities Accounts other Investment Property shall be modified by Borrower without the prior written consent of Lender. Upon the occurrence and during the continuance of an Event of Default and upon acceleration, Lender may notify any securities intermediary to liquidate the applicable Securities Account or any related Investment Property maintained or held thereby and remit the proceeds thereof to the Lender's Account; (b) Borrower shall deliver for each Deposit Account listed in Section 3.2(b), a Control Agreement in form and substance reasonably acceptable to Lender. Each such Control Agreement shall provide, among other things, that (i) all items of payment deposited in such Deposit Account and proceeds thereof are held by the relevant financial institution for the benefit of Lender or as a bailee-in-possession for Lender, (ii) such financial institution has no rights of setoff or recoupment or any other claim against the applicable Deposit Account, other than for payment of its service fees and other charges directly related to the accounts listed on Schedule 6administration of such Deposit Account and for returned checks or other items of payment, and (iii) upon the occurrence and continuance of an Event of Default, such financial institution immediately will forward by daily sweep all amounts in the applicable Deposit Account to the Lender's Account. For all Borrower agrees that it will not open any Deposit Accounts and Securities Accounts maintained by the Issuer as of the date hereof (other than Excluded Accounts, collectively, the “Existing Blocked Accounts”), the Issuer shall ensure that the Collateral Agent has control (within the meaning of the UCC), within 90 days Account after the date of this AgreementClosing Date unless Borrower, by causing the Lender and that relevant financial institution maintaining each such Existing Blocked Account to enter have entered into a Control agreement with the Collateral Agent, pursuant to which the applicable institution shall agree to comply with the Collateral Agent’s instructions with Agreement. No arrangement contemplated hereby or by any Control Agreement in respect to disposition of funds in such Existing Blocked any Deposit Account without further consent by Issuer or agree to comply with the Collateral Agent’s Entitlement Orders with respect to such Securities Account without further consent by the Issuer, as applicable, or agree to comply with the Collateral Agent’s Entitlement Orders with respect to such Securities Account without further consent by the Issuer, as applicable. If any institution with which an Existing Blocked Account is maintained refuses to, or does not, enter into a Control agreement in response to reasonable comments from the Collateral Agent, then the Issuer shall promptly (and in any event within 90 days after notice from the Collateral Agent) close the applicable Existing Blocked Account, transfer all balances therein to another Blocked Account meeting the requirements of this Section 2.3, and, if practicable, prior to such transfer, cause the institution maintaining such account to enter into a Control agreement in compliance with this Section 2.3(a); provided that, to the extent it is not practicable for the Issuer to cause the institution maintaining such account to enter into a Control agreement prior to such transfer, Section 2.3(b)(i) shall not apply to the new Blocked Account being opened and within 90 days of opening such account, the Issuer shall ensure that the Collateral Agent has control (within the meaning of the UCC) with respect to such account. Notwithstanding anything else contained herein, no institution shall be required to subordinate its security interest in a Deposit Account, Securities Account, or Commodities Accountmodified by Borrower without the prior written consent of Lender.

Control Agreements. (a) As Obligors agree that they will not transfer assets out of any of their Deposit Accounts or Securities Accounts; provided, however, that (i) any Obligor may make any such transfer if immediately thereafter, the Obligors are in compliance with Section 2.7(b) and (ii) so long as no Event of Default has occurred and is continuing or would result therefrom, Obligors may use such assets (and the proceeds thereof) to the extent not prohibited by this Agreement or the other Financing Documents and, if the transfer is to another bank or securities intermediary and made after the Discharge of Credit Obligations (unless otherwise permitted under Section 2.7(b)), so long as the applicable Obligor, Trustee, and the substitute bank or securities intermediary have entered into a Control Agreement, After the Discharge of Credit Agreement Obligations, Obligors agree that they will, subject to Sections 2.2, 2.5 and 2.7(b), take any or all reasonable steps that Trustee requests in order for Trustee to obtain control in accordance with Sections 8-106, 9-104, 9-105, 9-106, and 9-107 of the date hereofCode with respect to any of its or their Securities Accounts, no Pledgor has any Deposit Accounts, electronic chattel paper, Investment Property, and letter-of-credit rights. No Control Agreement in respect of any Securities Accounts or Commodities Accounts other than Investment Property shall be modified by Obligors without the accounts listed on Schedule 6prior written consent of Trustee. For all After the Discharge of Credit Agreement Obligations, upon the occurrence and during the continuance of an Event of Default, subject to the provisions of any Control Agreement, Trustee may notify any bank or securities intermediary to liquidate the applicable Deposit Accounts Account or Securities Account or any related Investment Property maintained or held thereby and Securities Accounts maintained remit the proceeds thereof to an account designated by the Issuer as of the date hereof (other than Excluded Accounts, collectively, the “Existing Blocked Accounts”), the Issuer shall ensure that the Collateral Agent has control (within the meaning of the UCC), within 90 days after the date of this Agreement, by causing the institution maintaining each such Existing Blocked Account to enter into a Control agreement with the Collateral Agent, pursuant to which Trustee for the applicable institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in such Existing Blocked Account without further consent by Issuer or agree to comply with the Collateral Agent’s Entitlement Orders with respect to such Securities Account without further consent by the Issuer, as applicable, or agree to comply with the Collateral Agent’s Entitlement Orders with respect to such Securities Account without further consent by the Issuer, as applicable. If any institution with which an Existing Blocked Account is maintained refuses to, or does not, enter into a Control agreement in response to reasonable comments from the Collateral Agent, then the Issuer shall promptly (and in any event within 90 days after notice from the Collateral Agent) close the applicable Existing Blocked Account, transfer all balances therein to another Blocked Account meeting the requirements of this Section 2.3, and, if practicable, prior to such transfer, cause the institution maintaining such account to enter into a Control agreement in compliance with this Section 2.3(a)Obligor; provided that, notwithstanding anything in any Financing Document to the extent contrary, Trustee agrees that it is not practicable for the Issuer to cause the institution maintaining such account to enter into a Control agreement prior to such transfer, Section 2.3(b)(i) shall not apply give any bank or securities intermediary written notice instructing such bank or securities intermediary to cease honoring the new Blocked Account being opened applicable Obligor’s instructions unless and within 90 days until an Event of opening such account, the Issuer shall ensure that the Collateral Agent Default has control (within the meaning of the UCC) with respect to such account. Notwithstanding anything else contained herein, no institution shall be required to subordinate its security interest in a Deposit Account, Securities Account, or Commodities Accountoccurred and is continuing.

Control Agreements. Subject to the limitations set forth in the Security Documents, on or before the Closing Date, each Loan Party shall obtain an authenticated Control Agreement, from each bank maintaining a Deposit Account or a Securities Account for such Loan Party (a) As of the date hereof, no Pledgor has any Deposit Accounts, Securities Accounts or Commodities Accounts other than the accounts listed on Schedule 6. For all any Excluded Accounts); provided that with respect to Deposit Accounts and Securities Accounts maintained by the Issuer as Holdings, Clover Leaf Seafood, or any other Loan Party organized outside of the date hereof (other than Excluded Accounts, collectively, the “Existing Blocked Accounts”), the Issuer shall ensure that the Collateral Agent has control (within the meaning United States or Canada with a bank located outside of the UCC)United States or Canada, within 90 days after the date of this Agreement, by causing the institution maintaining each any such Existing Blocked Account Person shall only be required to enter into a use its commercially reasonable efforts to obtain Control agreement with the Collateral Agent, pursuant to which the applicable institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in such Existing Blocked Account without further consent by Issuer or agree to comply with the Collateral Agent’s Entitlement Orders Agreements with respect to such Deposit Accounts and Securities Accounts (and the use of such efforts shall not require such Person to incur costs that would otherwise be excessive in relation to the benefit to the Lenders of the control arrangements to be afforded thereby). Except as permitted by Section 5.20(b)(i), the Loan Parties shall not establish any Deposit Accounts or Securities Accounts after the Closing Date unless such Loan Party, concurrently with the establishment of any such Deposit Account or Securities Account without further consent (or such later date as may be agreed by the Issuer, as applicable, Agent in its Permitted Discretion) shall have obtained an authenticated Control Agreement from the bank maintaining such Deposit Account or agree to comply with the Collateral Agent’s Entitlement Orders with respect to securities intermediary maintaining such Securities Account without further consent by and to have complied in full with the Issuer, as applicable. If any institution with which an Existing Blocked Account is maintained refuses to, or does not, enter into a Control agreement in response to reasonable comments from the Collateral Agent, then the Issuer shall promptly (and in any event within 90 days after notice from the Collateral Agent) close the applicable Existing Blocked Account, transfer all balances therein to another Blocked Account meeting the requirements provisions of this Section 2.3, and, if practicable, prior to such transfer, cause the institution maintaining such account to enter into a Control agreement in compliance with this Section 2.3(a); provided that, to the extent it is not practicable for the Issuer to cause the institution maintaining such account to enter into a Control agreement prior to such transfer, Section 2.3(b)(i) shall not apply to the new Blocked Account being opened and within 90 days of opening such account, the Issuer shall ensure that the Collateral Agent has control (within the meaning of the UCC5.20(a) with respect to such account. Notwithstanding anything else contained hereinDeposit Accounts or Securities Accounts; provided further that, no institution with respect to any Deposit Accounts and Securities Accounts of any Loan Party acquired after the Closing Date, such Deposit Accounts and Securities Accounts of any such Loan Party shall not be required to subordinate be subject to a Control Agreement (i) until 30 days (or such later date as may be agreed by Agent in its Permitted Discretion) after such entity becomes a Loan Party, or (ii) if the security interest or hypothec of Agent in any such Deposit Account is otherwise perfected or rendered opposable by “control” (as defined in the UCC) by reason of such Deposit Account being maintained at the Agent or otherwise (including another method under foreign or domestic Applicable Law). Each Canadian Guarantor with a Deposit Account, Securities Account, or Commodities Controlled Account subject to a Control Agreement will instruct the applicable Controlled Account Bank each day to wire all amounts in the applicable Controlled Account to Agent’s Account.

Control Agreements. For each deposit or securities account that the Parent Guarantor, the Borrower or any other Loan Party maintains as of the Third Amendment Effective Date (other than payroll, withholding tax, escrow, trust fund and other fiduciary deposit accounts), the Parent Guarantor will, by no later than 60 days after the Third Amendment Effective Date, either (a) As cause such account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent naming the Administrative Agent as the secured party thereunder for the benefit of the date hereofOther Secured Persons, no Pledgor has or (b) close such account and transfer any Deposit Accountsfunds therein to an account that otherwise meets the requirements of this Section 9.20. From and after the Third Amendment Effective Date, Securities Accounts neither the Parent Guarantor, the Borrower nor any other Loan Party shall open, any deposit or Commodities Accounts other than the accounts listed on Schedule 6. For all Deposit Accounts and Securities Accounts maintained by the Issuer as of the date hereof securities account (other than Excluded Accountspayroll, collectivelywithholding tax, escrow, trust fund and other fiduciary deposit accounts) unless such deposit or securities account is, or within 30 days after being opened becomes, subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the “Existing Blocked Accounts”), Administrative Agent naming the Issuer shall ensure Administrative Agent as the secured party thereunder for the benefit of the Other Secured Persons. Each deposit account control agreement will provide that the Collateral Agent has control (within the meaning of the UCC), within 90 days after the date of this Agreement, by causing the institution maintaining each such Existing Blocked Account to enter into a Control agreement with the Collateral Agent, pursuant to which the applicable institution shall agree to depositary bank will comply with instructions originated by the Collateral Agent’s instructions with respect to disposition Administrative Agent directing dispositions of funds in such Existing Blocked Account without further consent by Issuer or agree to comply with the Collateral Agent’s Entitlement Orders with respect to such Securities Account deposit account without further consent by the Issuer, as applicable, or agree to applicable Loan Party. Each securities account control agreement will provide that the securities intermediary will comply with entitlement orders originated by the Collateral Agent’s Entitlement Orders with respect to such Securities Account Administrative Agent without further consent by the Issuerapplicable Loan Party. The Administrative Agent agrees that it shall not issue any such instructions or entitlement orders or otherwise exercise any control right granted under any such deposit account control agreement or securities account control agreement unless (a) an Event of Default of the type set forth in Sections 10.01(a), as applicable. If any institution with which an Existing Blocked Account is maintained refuses to(b), (f), (g), (h), (i), or does not, enter into a Control agreement (j) has occurred or (b) the Notes and the Loans then outstanding have become due and payable in response to reasonable comments from the Collateral Agent, then the Issuer shall promptly whole (and not merely in any event within 90 days after notice from part), whether at the Collateral Agent) close the applicable Existing Blocked Accountdue date thereof, transfer all balances therein to another Blocked Account meeting the requirements of this Section 2.3, and, if practicable, prior to such transfer, cause the institution maintaining such account to enter into a Control agreement in compliance with this Section 2.3(a); provided that, to the extent it is not practicable for the Issuer to cause the institution maintaining such account to enter into a Control agreement prior to such transfer, Section 2.3(b)(i) shall not apply to the new Blocked Account being opened and within 90 days of opening such account, the Issuer shall ensure that the Collateral Agent has control (within the meaning of the UCC) with respect to such account. Notwithstanding anything else contained herein, no institution shall be required to subordinate its security interest in a Deposit Account, Securities Account, by acceleration or Commodities Accountotherwise.”

Control Agreements. (a) As of the date hereof, no Pledgor has any Deposit Accounts, Securities Accounts or Commodities Commodity Accounts other than the accounts listed on Schedule 6. For all Deposit Accounts, Securities Accounts and Securities Commodity Accounts maintained by the Issuer as of the date hereof (other than Excluded Accounts), collectively, the “Existing Blocked Accounts”), the Issuer shall ensure that the Collateral Agent has control (within the meaning of the UCC), ) within 90 60 days after the date of this Agreement, Agreement with respect to any such Existing Blocked Account of the Issuer by causing the institution maintaining each such Existing Blocked Account to enter into a Control control agreement with the Collateral AgentAgent (“Control Agreement”), pursuant to which the applicable institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in such Existing Blocked Account without further consent by the Issuer or agree to comply with the Collateral Agent’s Entitlement Orders with respect to such Securities Account without further consent by the Issuer, as applicable, instructions or agree to comply with the Collateral Agent’s Entitlement Orders entitlement orders with respect to such Securities Account without further consent by the Issuer, as applicable. If any institution with which an Existing Blocked Account is maintained refuses to, or does not, enter into a Control agreement Agreement in response to reasonable comments from the Collateral AgentAgent (it being agreed by all parties that any comments related to ensuring that the Collateral Agent is not exposed to individual liability are reasonable), then the Issuer shall promptly (and in any event within 90 days after notice from the Collateral Agent) close the applicable Existing Blocked Account, transfer all balances therein to another Blocked Account meeting the requirements of this Section 2.3, and, if practicable, prior to such transfer, cause the institution maintaining such account to enter into a Control agreement Agreement in compliance with this Section 2.3(a); provided that, to the extent it is not practicable for the Issuer to cause the institution maintaining such account to enter into a Control agreement Agreement prior to such transfer, Section 2.3(b)(i) shall not apply to the new Blocked Account being opened and within 90 days of opening such account, the Issuer shall ensure that the Collateral Agent has control (within the meaning of the UCC) with respect to such account. Notwithstanding anything else contained herein, no institution shall be required to subordinate its security interest in a Deposit Account, Securities Account, or Commodities Commodity Account.

Control Agreements. (aWithin the time periods set forth in Sections 8.18 and 8.19(a) As of the date hereofRevolving Credit Agreement and Sections 8.18 and 8.20(a) of the Term Loan Agreement, no Pledgor has any for each Deposit AccountsAccount, Securities Accounts or Commodities Accounts other than the accounts listed on Schedule 6. For all Deposit Accounts Account and Securities Accounts maintained by the Issuer as of the date hereof Commodity Account (other than Excluded Accounts) that such Grantor at any time maintains, collectivelysuch Grantor will, at all times, pursuant to a Control Agreement in form and substance satisfactory to the Collateral Agent, cause the depository bank that maintains such Deposit Account, the “Existing Blocked Accounts”)securities intermediary that maintains such Securities Account, or the Issuer shall ensure commodities intermediary that maintains such Commodity Account, as applicable, to agree to comply at any time (a) with entitlement orders from the Collateral Agent has control to such securities intermediary with regard to a Securities Account, (b) with instructions from the Collateral Agent to such depository bank, directing the disposition of funds from time to time in such Deposit Account, and (c) with directions of the Collateral Agent to such commodity intermediary for the application of value on account of commodity contracts carried in such Commodity Account, in each case without further consent of such Grantor and sufficient to grant the Collateral Agent with “control” within the meaning of Section 8-106 of the UCC), within 90 days after Section 9-104 of the date UCC and Section 9-106 of this Agreementthe UCC, by causing the institution maintaining each as applicable, and Grantor shall take such Existing Blocked Account to enter into a Control agreement with other action as the Collateral Agent, pursuant Agent may reasonably request or approve in order to which the applicable institution shall agree to comply with perfect the Collateral Agent’s instructions with respect to disposition (on behalf of funds the Secured Parties) security interest in such Existing Blocked Account without further consent by Issuer or agree to comply with the Collateral Agent’s Entitlement Orders with respect to such Deposit Account, Securities Account without further consent or Commodity Account, including by control as aforesaid; provided that, such Grantor shall not cause or permit any Excluded Account to cease to constitute an “Excluded Account” (other than as a result of the Issuerclosing of such Excluded Account) unless such Deposit Account, Securities Account or Commodity Account, as applicable, or agree is subject to comply with a Control Agreement in favor of the Collateral Agent in form and substance satisfactory to the Collateral Agent’s Entitlement Orders with respect to such Securities Account without further consent by . Notwithstanding the Issuerforegoing or the terms of any Control Agreement, as applicable. If any institution with which unless an Existing Blocked Account Event of Default is maintained refuses to, or does not, enter into a Control agreement in response to reasonable comments from the Collateral Agent, then the Issuer shall promptly (and in any event within 90 days after notice from the Collateral Agent) close the applicable Existing Blocked Account, transfer all balances therein to another Blocked Account meeting the requirements of this Section 2.3, and, if practicable, prior to such transfer, cause the institution maintaining such account to enter into a Control agreement in compliance with this Section 2.3(a); provided that, to the extent it is not practicable for the Issuer to cause the institution maintaining such account to enter into a Control agreement prior to such transfer, Section 2.3(b)(i) shall not apply to the new Blocked Account being opened and within 90 days of opening such account, the Issuer shall ensure that continuing the Collateral Agent has control will not enforce the terms of any Control Agreement in order to take possession of, or prevent or limit the ability of any Grantor to direct the disposition of, the funds and other assets held in any Deposit Account, Securities Account or Commodity Account. The Borrower agrees to provide to the Collateral Agent each notice that the Borrower provides to the Revolving Administrative Agent (within at the meaning time such notice is provided to the Revolving Administrative Agent) regarding the opening of the UCC) with respect to such account. Notwithstanding anything else contained herein, no institution shall be required to subordinate its security interest in a Deposit Account, Securities Account or Commodity Account (other than an Excluded Account, or Commodities Account).

Control Agreements. (a) As The Founders, the Founder Entities, the Ordinary Shareholder, and the Group Companies shall use all reasonable endeavors to ensure that each party to the relevant Control Agreements fully perform its/his respective obligations thereunder and carry out the terms and the intent of the Control Agreements. Any termination, or material modification or waiver of, or material amendment to any Control Agreements shall require the written consent of the Majority Investors and the Series D Preference Supermajority; provided that if any termination, or material modification or waiver of, or material amendment to any Control Agreements in relation to the JV Entity would materially adversely affect the rights of the Option Holders under the Option Agreements, the written consent of the Series D+ Option Majority shall also be required, provided further that, such consent of the Series D+ Option Majority shall not be unreasonably withheld. If any of the Control Agreements becomes illegal, void or unenforceable under the PRC Laws after the date hereof, no Pledgor has any Deposit Accounts, Securities Accounts or Commodities Accounts the Parties (other than the accounts listed on Schedule 6. For all Deposit Accounts Investors) shall devise a feasible alternative legal structure reasonably satisfactory to the Majority Investors and Securities Accounts maintained Series D Preference Supermajority which gives effect to the intentions of the parties in each Control Agreement and the economic arrangement thereunder as closely as possible; provided that if such devised alternative legal structure in relation to the JV Entity would adversely affect the rights of Option Holders under the Option Agreements, such devised alternative legal structure shall also be consented by the Issuer as Series D+ Option Majority, provided further that, such consent of the date hereof Series D+ Option Majority shall not be unreasonably withheld. In the event that, (other than Excluded Accounts, collectivelya) upon any change of Laws or policy which may result in the invalidity or unenforceability of the Control Agreements, the “Existing Blocked Accounts”)Board, including the affirmative votes of all the Preference Directors, determines in good faith that there is no other reasonable alternative to accomplish the purposes of the Control Agreements, or (b) there is any termination, amendment (only if such amendment adversely affects the Company’s control over, or its beneficial interests, in any of the Group Companies) or material breach of any of the Control Agreements by the Founders, the Issuer shall ensure that Founder Entities, the Collateral Agent has control (within Ordinary Shareholder, or any Group Companies without the meaning of Majority Investors’, Series D Preference Supermajority’s and the UCC)Series D+ Option Majority’s prior consent and the Founders, within 90 days after the date of this AgreementFounder Entities, by causing the institution maintaining each such Existing Blocked Account Ordinary Shareholder, or any Group Companies, as the case may be, fail to enter into a Control agreement with undo the Collateral Agent, pursuant to which termination or amendment or cure the applicable institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in such Existing Blocked Account without further consent by Issuer or agree to comply with the Collateral Agent’s Entitlement Orders with respect to such Securities Account without further consent by the Issuermaterial breach, as applicable, or agree to comply with the Collateral Agent’s Entitlement Orders with respect to such Securities Account without further consent by the Issuer, as applicable. If any institution with which an Existing Blocked Account is maintained refuses to, or does not, enter into a Control agreement in response to reasonable comments from the Collateral Agent, then the Issuer shall promptly within thirty (and in any event within 90 30) days after receipt of written notice from the Collateral Agent) close Majority Investors, the applicable Existing Blocked AccountSeries D Preference Supermajority and the Series D+ Option Majority, transfer all balances therein demanding such then, upon receiving a notice signed by the Majority Investors and the Series D Preference Supermajority if the Majority Investors and Series D Preference Supermajority have known such termination or amendment or the material breach, the Company shall repurchase, on the date of three months following the Company’s receipt of such written repurchase request (the “Repurchase Date”), from each Investor any number of such series of Preference Shares or Options that such Investor requests to another Blocked Account meeting the requirements of this Section 2.3, and, if practicable, prior to such transfer, cause the institution maintaining such account to enter into a Control agreement in compliance with this Section 2.3(a); provided that, be repurchased to the extent it is that such Preference Shares or Options have not practicable for the Issuer to cause the institution maintaining been previously repurchased or such account to enter Preference Shares or Option Shares have not been previously converted into a Control agreement Ordinary Shares at least three (3) days prior to such transferthe applicable Repurchase Date, Section 2.3(b)(i) shall not apply at a per share price that is equal to the new Blocked Account being opened and within 90 days sum of opening such account(aa) the Original Issue Price, the Issuer shall ensure that the Collateral Agent has control (within the meaning of the UCCbb) with respect to such accountthe Series D+ Preference Shares and Option Shares, a 10% per annum interest compounded annually accruing on the Original Issue Price from the applicable Original Issue Date for the Series D+ Preference Shares and Option Shares; with respect to the Series D Preference Shares, a 10% per annum interest compounded annually accruing on the Original Issue Price from the applicable Original Issue Date for the Series D Preference Shares; with respect to the Series C Preference Shares, a 10% per annum interest compounded annually accruing on the Original Issue Price from the applicable Original Issue Date for the Series C Preference Shares; with respect to the Series B Preference Shares, a 10% per annum interest compounded annually accruing on the Original Issue Price from the applicable Original Issue Date for the Series B Preference Shares, or, with respect to the Series A Preference Shares, a 8% per annum interest compounded annually accruing on the applicable Original Issue Price from the applicable Original Issue Date for the Series A Preference Shares, and (cc) if any, the amount of all declared but unpaid dividends thereon. Notwithstanding anything else contained hereinFor avoidance of doubt, no institution this Section 11.11 shall be required subject to subordinate its security interest in a Deposit Account, Securities Account, or Commodities Accountthe term and conditions set forth under Article 3.07 of the Memorandum and Articles of Association.

Control Agreements. (aSubject to Section 8.17(b) As of the date hereofCredit Agreement, no Pledgor has any with respect to each Deposit AccountsAccount, Securities Accounts or Commodities Accounts other than the accounts listed on Schedule 6. For all Deposit Accounts Account and Securities Accounts maintained by the Issuer as of the date hereof Commodity Account (other than De Minimis Accounts and the Excluded Accounts) that such Grantor at any time maintains, collectivelysuch Grantor will, at the “Existing Blocked Accounts”), the Issuer shall ensure that the Collateral Agent has control (within the meaning time of the UCC)opening of such Deposit Account, within 90 days after Securities Account or Commodity Account (other than De Minimis Accounts and the date of this AgreementExcluded Accounts) or at the time such Deposit Account, by causing the institution maintaining each such Existing Blocked Securities Account or Commodity Account ceases to enter into be a Control agreement with the Collateral AgentDe Minimis Account or an Excluded Account, pursuant to which a Control Agreement in form and substance reasonably satisfactory to the applicable institution shall Administrative Agent, cause the depository bank that maintains such Deposit Account, securities intermediary that maintains such Securities Account, or commodities intermediary that maintains such Commodity Account, as applicable, to agree to comply at any time with instructions from the Collateral Administrative Agent to such depository bank, securities intermediary or commodities intermediary directing the disposition of funds from time to time credited to such Deposit Account, Securities Account or Commodity Account, without further consent of such Grantor, or take such other action as the Administrative Agent may reasonably request in order to perfect the Administrative Agent’s instructions security interest in such Deposit Account, Securities Account or Commodity Account. Notwithstanding anything to the contrary in this Security Agreement, the Credit Agreement or any Control Agreement, unless an Event of Default has occurred and is continuing, the Administrative Agent agrees with respect each Grantor that the Administrative Agent shall not give any instructions, directions or Entitlement Orders, as applicable, directing the disposition of funds, Financial Assets or Commodity Contracts, as applicable, from time to time credited to or carried in any Deposit Account, Securities Account or Commodity Account subject, in each case, to a Control Agreement (other than a notice by the Administrative Agent that its activation of sole control has ceased and that such Grantor shall be entitled once again to control and direct the disposition of funds in such Existing Blocked Account without further consent account until future notice by Issuer the Administrative Agent pursuant to the provision of such Control Agreement), and shall not withhold any withdrawal rights or agree to comply with the Collateral Agent’s Entitlement Orders dealing rights from such Grantor with respect to such Securities Account without further consent by the Issuerany funds, Financial Assets or Commodity Contracts, as applicable, from time to time credited to or agree to comply with the Collateral Agent’s Entitlement Orders with respect to such Securities Account without further consent by the Issuer, as applicable. If any institution with which an Existing Blocked Account is maintained refuses to, or does not, enter into a Control agreement in response to reasonable comments from the Collateral Agent, then the Issuer shall promptly (and carried in any event within 90 days after notice from the Collateral Agent) close the applicable Existing Blocked Account, transfer all balances therein to another Blocked Account meeting the requirements of this Section 2.3, and, if practicable, prior to such transfer, cause the institution maintaining such account to enter into a Control agreement in compliance with this Section 2.3(a); provided that, to the extent it is not practicable for the Issuer to cause the institution maintaining such account to enter into a Control agreement prior to such transfer, Section 2.3(b)(i) shall not apply to the new Blocked Account being opened and within 90 days of opening such account, the Issuer shall ensure that the Collateral Agent has control (within the meaning of the UCC) with respect to such account. Notwithstanding anything else contained herein, no institution shall be required to subordinate its security interest in a Deposit Account, Securities AccountAccount or Commodity Account subject, or Commodities Accountin each case, to a Control Agreement.

Control Agreements. (a) As Parent and the Borrowers will not permit the aggregate balance of cash and Permitted Investments of the date hereofLoan Parties in any account (other than (i) each deposit account, no Pledgor the funds in which are used, in the ordinary course of business, solely for the payment of salaries and wages, workers’ compensation, pension benefits and similar expenses, (ii) each deposit account used, in the ordinary course of business, solely for daily accounts payable and that has an ending daily balance of zero, and (iii) each BofA Excluded Account (as defined below)) not subject to Deposit Account Control Agreements or other appropriate control agreements in favor of the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent to exceed an amount to be specified by the Lenders in their discretion. Notwithstanding anything to the contrary in any Loan Document, Parent and the Borrowers shall not be required to maintain any Deposit AccountsAccount Control Agreement or other control agreement with respect to any BofA Excluded Account unless the Administrative Agent shall have delivered written notice to the Borrowers after the Amendment Effective Date for Amendment No. 2 to this Agreement stating that such agreement shall be required following a date specified in such notice (after which date clause (iii) in the immediately preceding sentence shall be deemed deleted). “BofA Excluded Account” means (A) each deposit account maintained with Bank of America, Securities N.A., or any of its Affiliates in respect of which there is not in effect a Deposit Account Control Agreement as of the Amendment Effective Date under Amendment No. 2 to this Agreement and (B) at all times on and after the date on which the Deposit Account Control Agreement in effect with respect thereto on the Amendment Effective Date under Amendment No. 2 to this Agreement shall cease to be effective, the concentration account maintained in Canada with Bank of America, N.A., or one of its Affiliates (the “Canadian Account”). The Borrowers shall at all times act to minimize the amount of cash held in BofA Excluded Accounts or Commodities (and shall in any event ensure that the aggregate amount contained in (1) the BofA Excluded Accounts other than the accounts listed on Schedule 6. For all Deposit Accounts and Securities Accounts maintained Canadian Account, shall not at any time exceed an amount to be specified by the Issuer as of Lenders in their discretion for all such accounts taken together, and (2) the date hereof (other than Canadian Account at any time that it is a BofA Excluded AccountsAccount, collectively, the “Existing Blocked Accounts”), the Issuer shall ensure that the Collateral Agent has control (within the meaning of the UCC), within 90 days after the date of this Agreement, by causing the institution maintaining each such Existing Blocked Account not at any time exceed an amount to enter into a Control agreement with the Collateral Agent, pursuant to which the applicable institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in such Existing Blocked Account without further consent by Issuer or agree to comply with the Collateral Agent’s Entitlement Orders with respect to such Securities Account without further consent be specified by the Issuer, Lenders in their discretion) and shall follow such procedures as applicable, the Administrative Agent or agree the Lenders may from time to comply with the Collateral Agent’s Entitlement Orders with respect to such Securities Account without further consent by the Issuer, as applicabletime specify in connection therewith. If any institution with which an Existing Blocked Account is maintained refuses to, or does not, enter into a Control agreement in response to reasonable comments from the Collateral Agent, then the Issuer shall promptly (and in any event within 90 days after notice from the Collateral Agentaa) close the applicable Existing Blocked Account, transfer all balances therein to another Blocked Account meeting the requirements Paragraph (d) of this Section 2.3, and, if practicable, prior to such transfer, cause the institution maintaining such account to enter into a Control agreement in compliance with this Section 2.3(a); provided that, to the extent it is not practicable for the Issuer to cause the institution maintaining such account to enter into a Control agreement prior to such transfer, Section 2.3(b)(i) shall not apply to the new Blocked Account being opened and within 90 days of opening such account, the Issuer shall ensure that the Collateral Agent has control (within the meaning of the UCC) with respect to such account. Notwithstanding anything else contained herein, no institution Article VII shall be required amended by inserting at the end thereof the phrase: “or the Borrowers shall fail to subordinate its security interest observe or perform any covenant, condition or agreement contained in Section 5.01(f) or 5.09(b) and such failure shall continue unremedied for a Deposit Account, Securities Account, or Commodities Accountperiod of 2 Business Days”.

Control Agreements. For each deposit or securities account that the Parent Guarantor, the Borrower or any other Loan Party maintains as of the Third Amendment Effective Date (other than payroll, withholding tax, escrow, trust fund and other fiduciary deposit accounts), the Parent Guarantor will, by no later than 60 days after the Third Amendment Effective Date, either (a) As cause such account to be subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent naming the Administrative Agent as the secured party thereunder for the benefit of the date hereofOther Secured Persons, no Pledgor has or (b) close such account and transfer any Deposit Accountsfunds therein to an account that otherwise meets the requirements of this Section 9.20. From and after the Third Amendment Effective Date, Securities Accounts neither the Parent Guarantor, the Borrower nor any other Loan Party shall open, any deposit or Commodities Accounts other than the accounts listed on Schedule 6. For all Deposit Accounts and Securities Accounts maintained by the Issuer as of the date hereof securities account (other than Excluded Accountspayroll, collectivelywithholding tax, escrow, trust fund and other fiduciary deposit accounts) unless such deposit or securities account is, or 30 days after being opened becomes, subject to a deposit account control agreement or securities account control agreement, as applicable, in form and substance reasonably satisfactory to the “Existing Blocked Accounts”), Administrative Agent naming the Issuer shall ensure Administrative Agent as the secured party thereunder for the benefit of the Other Secured Persons. Each deposit account control agreement will provide that the Collateral Agent has control (within the meaning of the UCC), within 90 days after the date of this Agreement, by causing the institution maintaining each such Existing Blocked Account to enter into a Control agreement with the Collateral Agent, pursuant to which the applicable institution shall agree to depositary bank will comply with instructions originated by the Collateral Agent’s instructions with respect to disposition Administrative Agent directing dispositions of funds in such Existing Blocked Account without further consent by Issuer or agree to comply with the Collateral Agent’s Entitlement Orders with respect to such Securities Account deposit account without further consent by the Issuer, as applicable, or agree to applicable Loan Party. Each securities account control agreement will provide that the securities intermediary will comply with entitlement orders originated by the Collateral Agent’s Entitlement Orders with respect to such Securities Account Administrative Agent without further consent by the Issuerapplicable Loan Party. The Administrative Agent agrees that it shall not issue any such instructions or entitlement orders or otherwise exercise any control right granted under any such deposit account control agreement or securities account control agreement unless (a) an Event of Default of the type set forth in Sections 10.01(a), as applicable. If any institution with which an Existing Blocked Account is maintained refuses to(b), (f), (g), (h), (i), or does not, enter into a Control agreement (j) has occurred or (b) the Notes and the Loans then outstanding have become due and payable in response to reasonable comments from the Collateral Agent, then the Issuer shall promptly whole (and not merely in any event within 90 days after notice from part), whether at the Collateral Agent) close the applicable Existing Blocked Accountdue date thereof, transfer all balances therein to another Blocked Account meeting the requirements of this Section 2.3, and, if practicable, prior to such transfer, cause the institution maintaining such account to enter into a Control agreement in compliance with this Section 2.3(a); provided that, to the extent it is not practicable for the Issuer to cause the institution maintaining such account to enter into a Control agreement prior to such transfer, Section 2.3(b)(i) shall not apply to the new Blocked Account being opened and within 90 days of opening such account, the Issuer shall ensure that the Collateral Agent has control (within the meaning of the UCC) with respect to such account. Notwithstanding anything else contained herein, no institution shall be required to subordinate its security interest in a Deposit Account, Securities Account, by acceleration or Commodities Accountotherwise.”

Control Agreements. For each Deposit Account, Securities Account and Commodity Account (aother than De Minimis Accounts) As that such Grantor at any time maintains, such Grantor will, substantially contemporaneously with the opening of such Deposit Account, Securities Account or Commodity Account (other than De Minimis Accounts), pursuant to a Control Agreement in form and substance satisfactory to the Collateral Agent, cause the depository bank that maintains such Deposit Account, securities intermediary that maintains such Securities Account, or commodities intermediary that maintains such Commodity Account, as applicable, to agree to comply at any time with instructions from the Collateral Agent (or such other party as provided for in the Intercreditor Agreement) to such depository bank, securities intermediary or commodities intermediary directing the disposition of funds from time to time credited to such Deposit Account, Securities Account or Commodity Account, without further consent of such Grantor, or take such other action as the Collateral Agent (or such other party) may approve in order to perfect the Collateral Agent’s security interest in such Deposit Account, Securities Account or Commodity Account. Notwithstanding the foregoing or the terms of any Control Agreement, unless an Event of Default is continuing the Collateral Agent will not enforce the terms of any Control Agreement in order to take possession of, or prevent or limit the ability of any Grantor to direct the disposition of, the funds and other assets held in any Deposit Account, Securities Account or Commodity Account. Notwithstanding the foregoing, provided that the relevant Grantor shall have used its commercially reasonable efforts for a period of at least 90 days following the applicable date to enter into control agreements in favor of the date hereof, no Pledgor has Collateral Agent in respect to any such Deposit Accounts, Securities Accounts or and Commodities Accounts other than the accounts listed on Schedule 6. For all Deposit Accounts and Securities Accounts maintained by the Issuer as of the date hereof (other than Excluded De Minimis Accounts), such Grantor shall be relieved of any further obligation to deliver control agreements so long as the Priority Lien Representative or agents or bailees of the Priority Lien Representative maintains a perfected second priority lien (subject to Intercreditor Agreement) for the benefit of the Parity Lien Secured Parties through control of such Deposit Accounts, collectively, the “Existing Blocked Accounts”), the Issuer shall ensure that the Collateral Agent has control (within the meaning of the UCC), within 90 days after the date of this Agreement, by causing the institution maintaining each such Existing Blocked Account to enter into a Control agreement with the Collateral Agent, Securities Accounts and Commodities Accounts pursuant to which the applicable institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in such Existing Blocked Account without further consent by Issuer or agree to comply with the Collateral Agent’s Entitlement Orders with respect to such Securities Account without further consent by the Issuer, as applicable, or agree to comply with the Collateral Agent’s Entitlement Orders with respect to such Securities Account without further consent by the Issuer, as applicable. If any institution with which an Existing Blocked Account is maintained refuses to, or does not, enter into a Control agreement in response to reasonable comments from the Collateral Agent, then the Issuer shall promptly (and in any event within 90 days after notice from the Collateral Agent) close the applicable Existing Blocked Account, transfer all balances therein to another Blocked Account meeting the requirements of this Section 2.3, and, if practicable, prior to such transfer, cause the institution maintaining such account to enter into a Control agreement in compliance with this Section 2.3(a); provided that, to the extent it is not practicable for the Issuer to cause the institution maintaining such account to enter into a Control agreement prior to such transfer, Section 2.3(b)(i) shall not apply to the new Blocked Account being opened and within 90 days of opening such account, the Issuer shall ensure that the Collateral Agent has control (within the meaning of the UCC) with respect to such account. Notwithstanding anything else contained herein, no institution shall be required to subordinate its security interest in a Deposit Account, Securities Account, or Commodities Accountagreement.

Control Agreements. With respect to any Mortgage Asset or collateral for a Mortgage Asset that is an uncertificated security (a) As of the date hereof, no Pledgor has any Deposit Accounts, Securities Accounts or Commodities Accounts other than the accounts listed on Schedule 6. For all Deposit Accounts and Securities Accounts maintained by the Issuer as of the date hereof (other than Excluded Accounts, collectively, the “Existing Blocked Accounts”), the Issuer shall ensure that the Collateral Agent has control (within the meaning of defined in the UCC), within 90 days after securities entitlement (as defined in the date of this UCC) or is held in a securities account (as defined in the UCC), the Borrower shall provide to the Administrative Agent a control agreement, which shall be acceptable to the Administrative Agent in its discretion and shall be delivered to the Custodian under the Custodial Agreement, by causing the institution maintaining each such Existing Blocked Account to enter into a Control agreement with the Collateral Agent, pursuant to which the applicable institution shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in such Existing Blocked Account without further consent by Issuer or agree to comply with the Collateral Agent’s Entitlement Orders with respect to such Securities Account without further consent executed by the Issuerissuer of the Mortgage Asset or the collateral for the Mortgage Asset or the related securities intermediary (as defined in the UCC), as applicable, granting control (as defined in the UCC) of such Mortgage Asset or agree collateral for such Mortgage Asset to comply with the Collateral Agent’s Entitlement Orders with respect Administrative Agent and providing that, after an Event of Default, the Administrative agent shall be entitled to such Securities Account without further consent by notify the Issuerissuer or securities intermediary, as applicable, that such issuer or securities intermediary shall comply exclusively with the instructions or entitlement orders (as defined in the UCC), as applicable, of the Administrative Agent without the consent of the Borrower or any other Person and no longer follow the instructions or entitlement orders, as applicable, of the Borrower or any other Person (other than the Administrative Agent). If All of the Borrowers’ right, title and interest in the Mortgage Assets that constitute CMBS Securities shall be pledged to the Administrative Agent on the applicable Borrowing Date. The Borrowers shall deliver to the Custodian on behalf of the Administrative Agent as agent for the Lenders a complete set of all transfer documents to be completed by the Administrative Agent as agent for the Lenders and executed copies of any institution with which an Existing Blocked Account is maintained refuses totransfer documents to be completed by the applicable Borrower, or does notin either case in blank, enter into a Control agreement but in response form sufficient to reasonable comments allow transfer and registration of such Mortgage Assets to the Administrative Agent as agent for the Lenders no later than the proposed Borrowing Date for the relevant Mortgage Asset, and such CMBS Securities shall be medallion guaranteed. All transfers of certificated securities from the Collateral Agent, then Borrowers to the Issuer Administrative Agent as agent for the Lenders shall promptly be effected by physical delivery to the Custodian of the Mortgage Assets (and in any event within 90 days after notice from the Collateral Agent) close duly endorsed by the applicable Existing Blocked AccountBorrower, transfer all balances therein in blank), together with a stock power executed by the applicable Borrower, in blank. With respect to another Blocked Account meeting Mortgage Assets that shall be delivered through the requirements DTC or the National Book Entry System of this Section 2.3the Federal Reserve or any similar firm or agency, andas applicable, if practicable, prior in book-entry form and credited to such transfer, cause the institution maintaining such account to enter into a Control agreement or otherwise held in compliance with this Section 2.3(a); provided that, to the extent it is not practicable for the Issuer to cause the institution maintaining such account to enter into a Control agreement prior to such transfer, Section 2.3(b)(i) shall not apply to the new Blocked Account being opened and within 90 days of opening such an account, the Issuer Borrowers shall ensure that take such actions necessary to provide instruction to the Collateral Agent has control (within the meaning relevant financial institution, clearing corporation, securities intermediary or other entity to effect and perfect a legally valid delivery of the UCC) with respect relevant interest granted herein to such accountthe Administrative Agent as agent for the Lenders hereunder to be held in the Securities Account. Notwithstanding anything else contained herein, no institution Mortgage Assets delivered in book-entry form shall be required to subordinate its security interest under the custody of and held in a Deposit Account, the name of the Administrative Agent as agent for the Lenders in the Securities Account, or Commodities Account.