Control Agreement Sample Contracts

Peapack-Gladstone Financial Corporation – CHANGE-IN-CONTROL AGREEMENT Robert Plante (March 12th, 2018)

THIS CHANGE-IN-CONTROL AGREEMENT (this "Agreement"), effective as of March 20, 2017 (the "Effective Date"), by and among PEAPACK-GLADSTONE BANK (the "Bank"), a New Jersey state banking association which maintains its principal office at 500 Hills Drive, Bedminster, New Jersey 07921, PEAPACK-GLADSTONE FINANCIAL CORPORATION ("Peapack"), a New Jersey Corporation which maintains its principal office at 500 Hills Drive, Bedminster, New Jersey 07921 (Peapack and the Bank hereinafter collectively referred to as the "Company") and Robert Plante (the "Executive").

Luther Burbank Corp – Luther Burbank Corporation Executive Change-In-Control Severance Plan Change- In-Control Agreement (November 9th, 2017)

This Change-in-Control Agreement (this Agreement) is made as of (the Grant Date) by and between Luther Burbank Corporation (the Company), and (Eligible Executive) pursuant to the Luther Burbank Corporation Executive Change-in-Control Severance Plan (the Plan). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the Plan.

NexPoint Capital, Inc. – Control Agreement (November 9th, 2017)

Control Agreement dated as of June 9, 2017 (this Agreement), among (a) BNP Paribas as secured party (Party A), (b) Nexpoint Capital, Inc., as debtor (Party B), and (c) State Street Bank and Trust Company (the Custodian).

Form of Change-In-Control Agreement (October 31st, 2017)

THIS IS A CHANGE-IN-CONTROL AGREEMENT (the "Agreement"), effective as of _____________, between West Pharmaceutical Services, Inc., a Pennsylvania corporation, (the "Company") and [EXECUTIVE OFFICER NAME] (the "Executive").

BMW Vehicle Lease Trust 2017-2 – Control Agreement (October 25th, 2017)

This Control Agreement, dated as of October 25, 2017 (this "Agreement"), is among BMW Vehicle Lease Trust 2017-2, as the issuer (the "Issuer"), U.S. Bank National Association, not in its individual capacity but solely as indenture trustee (in such capacity, the "Indenture Trustee") and as secured party (in such capacity, the "Secured Party"), and U.S. Bank National Association, as securities intermediary (the "Securities Intermediary").

BMW Vehicle Lease Trust 2017-2 – Control Agreement (October 19th, 2017)

This Control Agreement, dated as of October 25, 2017 (this "Agreement"), is among BMW Vehicle Lease Trust 2017-2, as the issuer (the "Issuer"), U.S. Bank National Association, not in its individual capacity but solely as indenture trustee (in such capacity, the "Indenture Trustee") and as secured party (in such capacity, the "Secured Party"), and U.S. Bank National Association, as securities intermediary (the "Securities Intermediary").

Amended and Restated Change-In-Control Agreement Dianne Grenz (August 7th, 2017)

THIS AMENDED AND RESTATED CHANGE-IN-CONTROL AGREEMENT (this "Agreement"), is made as of this 28th day of June, 2017, among VALLEY NATIONAL BANK ("Bank"), a national banking association with its principal office at 1455 Valley Road, Wayne, New Jersey, VALLEY NATIONAL BANCORP ("Valley"), a New Jersey corporation which maintains its principal office at 1455 Valley Road, Wayne, New Jersey (Valley and the Bank collectively are the "Company") and Dianne Grenz (the "Executive").

Comtech Telecommunications Corp. – CHANGE-IN-CONTROL AGREEMENT Tier 2 (June 7th, 2017)

Comtech Telecommunications Corp. considers it essential to the best interests of its stockholders to foster the continued employment of its key management personnel and the key management personnel of its subsidiaries (such subsidiaries, together with Comtech Telecommunications Corp., collectively referred to as the "Company"). Our Board of Directors (the "Board") recognizes that the possibility of a change in ownership or control of the Company may result in the departure or distraction of key personnel to the detriment of the Company and our stockholders. Therefore, the Board has determined to enter into this agreement with you (i) to encourage and reinforce your attention and dedication to your assigned duties without distraction in the face of the disruptive circumstances that can arise from a possible change in control of the Company, (ii) to enhance our ability to retain you in those circumstances, and (iii) to provide you with fair and reasonable protection from the risks of a

Comtech Telecommunications Corp. – CHANGE-IN-CONTROL AGREEMENT Tier 2 (June 7th, 2017)

Comtech Telecommunications Corp. considers it essential to the best interests of its stockholders to foster the continued employment of its key management personnel and the key management personnel of its subsidiaries (such subsidiaries, together with Comtech Telecommunications Corp., collectively referred to as the "Company"). Our Board of Directors (the "Board") recognizes that the possibility of a change in ownership or control of the Company may result in the departure or distraction of key personnel to the detriment of the Company and our stockholders. Therefore, the Board has determined to enter into this agreement with you (i) to encourage and reinforce your attention and dedication to your assigned duties without distraction in the face of the disruptive circumstances that can arise from a possible change in control of the Company, (ii) to enhance our ability to retain you in those circumstances, and (iii) to provide you with fair and reasonable protection from the risks of a

Comtech Telecommunications Corp. – CHANGE-IN-CONTROL AGREEMENT Tier 2 (June 7th, 2017)

Comtech Telecommunications Corp. considers it essential to the best interests of its stockholders to foster the continued employment of its key management personnel and the key management personnel of its subsidiaries (such subsidiaries, together with Comtech Telecommunications Corp., collectively referred to as the "Company"). Our Board of Directors (the "Board") recognizes that the possibility of a change in ownership or control of the Company may result in the departure or distraction of key personnel to the detriment of the Company and our stockholders. Therefore, the Board has determined to enter into this agreement with you (i) to encourage and reinforce your attention and dedication to your assigned duties without distraction in the face of the disruptive circumstances that can arise from a possible change in control of the Company, (ii) to enhance our ability to retain you in those circumstances, and (iii) to provide you with fair and reasonable protection from the risks of a

Comtech Telecommunications Corp. – CHANGE-IN-CONTROL AGREEMENT Tier 3 (June 7th, 2017)

Comtech Telecommunications Corp. considers it essential to the best interests of its stockholders to foster the continued employment of its key management personnel and the key management personnel of its subsidiaries (such subsidiaries, together with Comtech Telecommunications Corp., collectively referred to as the "Company"). Our Board of Directors (the "Board") recognizes that the possibility of a change in ownership or control of the Company may result in the departure or distraction of key personnel to the detriment of the Company and our stockholders. Therefore, the Board has determined to enter into this agreement with you (i) to encourage and reinforce your attention and dedication to your assigned duties without distraction in the face of the disruptive circumstances that can arise from a possible change in control of the Company, (ii) to enhance our ability to retain you in those circumstances, and (iii) to provide you with fair and reasonable protection from the risks of a

Comtech Telecommunications Corp. – CHANGE-IN-CONTROL AGREEMENT Tier 2 (June 7th, 2017)

Comtech Telecommunications Corp. considers it essential to the best interests of its stockholders to foster the continued employment of its key management personnel and the key management personnel of its subsidiaries (such subsidiaries, together with Comtech Telecommunications Corp., collectively referred to as the "Company"). Our Board of Directors (the "Board") recognizes that the possibility of a change in ownership or control of the Company may result in the departure or distraction of key personnel to the detriment of the Company and our stockholders. Therefore, the Board has determined to enter into this agreement with you (i) to encourage and reinforce your attention and dedication to your assigned duties without distraction in the face of the disruptive circumstances that can arise from a possible change in control of the Company, (ii) to enhance our ability to retain you in those circumstances, and (iii) to provide you with fair and reasonable protection from the risks of a

Macdonald Dettwiler & Associates Ltd – Security Control Agreement (April 27th, 2017)

This agreement (the Agreement) is made this 26th day of January, 2016 (Effective Date), by and among MacDonald, Dettwiler and Associates Ltd., a publicly traded British Columbia corporation headquartered in the United States (the Shareholder), SSL MDA Holdings, Inc., a Delaware corporation (the Company) and the U.S. Department of Defense (i.e., DoD), all of the above collectively the Parties.

Mercedes-Benz Auto Lease Trust 2017-A – 2017-A COLLATERAL ACCOUNT CONTROL AGREEMENT Dated as of April 1, 2017 (April 21st, 2017)

This 2017-A COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of April 1, 2017 (as amended, restated, modified or otherwise supplemented, this "Agreement"), is among MERCEDES-BENZ AUTO LEASE TRUST 2017-A (the "Issuer"), as initial secured party (the "Initial Secured Party"), U.S. BANK NATIONAL ASSOCIATION, as indenture trustee (the "Indenture Trustee"), as secured party (the "Assignee-Secured Party"), and U.S. BANK NATIONAL ASSOCIATION, as securities intermediary (the "Securities Intermediary").

Bmw Auto Leasing Llc – Control Agreement (March 22nd, 2017)

This Control Agreement, dated as of March 22, 2017 (this "Agreement"), is among BMW Auto Leasing LLC (the "Transferor"), BMW Vehicle Lease Trust 2017-1, as initial secured party (the "Initial-Secured Party"), U.S. Bank National Association, not in its individual capacity but solely as indenture trustee (in such capacity, the "Indenture Trustee") and as assignee secured party (in such capacity, the "Assignee-Secured Party"), and U.S. Bank National Association, as securities intermediary (the "Securities Intermediary").

Bmw Auto Leasing Llc – Control Agreement (March 17th, 2017)

This Control Agreement, dated as of March 22, 2017 (this "Agreement"), is among BMW Auto Leasing LLC (the "Transferor"), BMW Vehicle Lease Trust 2017-1, as initial secured party (the "Initial-Secured Party"), U.S. Bank National Association, not in its individual capacity but solely as indenture trustee (in such capacity, the "Indenture Trustee") and as assignee secured party (in such capacity, the "Assignee-Secured Party"), and U.S. Bank National Association, as securities intermediary (the "Securities Intermediary").

Standard Financial – Form of Amendment to Employment Agreement/Change in Control Agreement (January 17th, 2017)

This Amendment ("Amendment") is made as of August , 2016, by and among Allegheny Valley Bancorp, Inc. ("AVLY"), Allegheny Valley Bank ("AVB"), and ("Executive").

Standard Financial – [Form Of] Amendment to Employment Agreement/Change in Control Agreement (January 17th, 2017)

This Amendment ("Amendment") is made as of August _____________, 2016, by and among Standard Financial Corp. ("SFC"), Standard Bank ("Standard Bank"), and ______________________ ("Executive").

RenaissanceRe Holdings Ltd. – Termination of Master Agreements, Control Agreements and Pledge Agreements (November 2nd, 2016)

THIS TERMINATION OF MASTER AGREEMENTS, CONTROL AGREEMENTS AND PLEDGE AGREEMENTS (this "Termination") is dated as of October 1, 2016, between RENAISSANCE REINSURANCE LTD., a Bermuda company ("RRL"), and CITIBANK EUROPE PLC (the "Bank").

Mercedes-Benz Auto Lease Trust 2016-B – DAIMLER TRUST, as Initial Secured Party, U.S. BANK NATIONAL ASSOCIATION, as Assignee-Secured Party, and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary TITLING TRUST ACCOUNT CONTROL AGREEMENT Dated as of October 1, 2016 (October 27th, 2016)

This TITLING TRUST CONTROL AGREEMENT, dated as of October 1, 2016 (as amended, restated, modified or otherwise supplemented, this "Agreement"), is among DAIMLER TRUST (the "Titling Trust"), as initial secured party (the "Initial Secured Party"), U.S. BANK NATIONAL ASSOCIATION ("U.S. Bank"), as indenture trustee (the "Indenture Trustee"), as secured party (the "Assignee-Secured Party"), and U.S. BANK, as securities intermediary (the "Securities Intermediary").

Mercedes-Benz Auto Lease Trust 2016-B – MERCEDES-BENZ AUTO LEASE TRUST 2016-B, as Initial Secured Party, U.S. BANK NATIONAL ASSOCIATION, as Assignee-Secured Party, and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary 2016-B COLLATERAL ACCOUNT CONTROL AGREEMENT Dated as of October 1, 2016 (October 27th, 2016)

This 2016-B COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of October 1, 2016 (as amended, restated, modified or otherwise supplemented, this "Agreement"), is among MERCEDES-BENZ AUTO LEASE TRUST 2016-B (the "Issuer"), as initial secured party (the "Initial Secured Party"), U.S. BANK NATIONAL ASSOCIATION, as indenture trustee (the "Indenture Trustee"), as secured party (the "Assignee-Secured Party"), and U.S. BANK NATIONAL ASSOCIATION, as securities intermediary (the "Securities Intermediary").

Mercedes-Benz Auto Lease Trust 2016-B – DAIMLER TRUST, as Initial Secured Party, U.S. BANK NATIONAL ASSOCIATION, as Assignee-Secured Party, and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary TITLING TRUST ACCOUNT CONTROL AGREEMENT Dated as of October 1, 2016 (October 20th, 2016)

This TITLING TRUST CONTROL AGREEMENT, dated as of October 1, 2016 (as amended, restated, modified or otherwise supplemented, this "Agreement"), is among DAIMLER TRUST (the "Titling Trust"), as initial secured party (the "Initial Secured Party"), U.S. BANK NATIONAL ASSOCIATION ("U.S. Bank"), as indenture trustee (the "Indenture Trustee"), as secured party (the "Assignee-Secured Party"), and U.S. BANK, as securities intermediary (the "Securities Intermediary").

Mercedes-Benz Auto Lease Trust 2016-B – MERCEDES-BENZ AUTO LEASE TRUST 2016-B, as Initial Secured Party, U.S. BANK NATIONAL ASSOCIATION, as Assignee-Secured Party, and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary 2016-B COLLATERAL ACCOUNT CONTROL AGREEMENT Dated as of October 1, 2016 (October 20th, 2016)

This 2016-B COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of October 1, 2016 (as amended, restated, modified or otherwise supplemented, this "Agreement"), is among MERCEDES-BENZ AUTO LEASE TRUST 2016-B (the "Issuer"), as initial secured party (the "Initial Secured Party"), U.S. BANK NATIONAL ASSOCIATION, as indenture trustee (the "Indenture Trustee"), as secured party (the "Assignee-Secured Party"), and U.S. BANK NATIONAL ASSOCIATION, as securities intermediary (the "Securities Intermediary").

Bmw Auto Leasing Llc – ____________________________________ Control Agreement (October 13th, 2016)

This Control Agreement, dated as of October 13, 2016 (this "Agreement"), is among BMW Auto Leasing LLC (the "Transferor"), BMW Vehicle Lease Trust 2016-2, as initial secured party (the "Initial-Secured Party"), Citibank, N.A., not in its individual capacity but solely as indenture trustee (in such capacity, the "Indenture Trustee") and as assignee secured party (in such capacity, the "Assignee-Secured Party"), and Citibank, N.A., as securities intermediary (the "Securities Intermediary").

Bmw Auto Leasing Llc – ____________________________________ Form of Control Agreement (October 6th, 2016)

This Control Agreement, dated as of October 13, 2016 (this "Agreement"), is among BMW Auto Leasing LLC (the "Transferor"), BMW Vehicle Lease Trust 2016-2, as initial secured party (the "Initial-Secured Party"), Citibank, N.A., not in its individual capacity but solely as indenture trustee (in such capacity, the "Indenture Trustee") and as assignee secured party (in such capacity, the "Assignee-Secured Party"), and Citibank, N.A., as securities intermediary (the "Securities Intermediary").

Lilis Energy, Inc. – SECURITY AND CONTROL AGREEMENT (General) From LILIS ENERGY, INC., as Debtor in Favor of INDEPENDENT BANK, as Secured Party July 25, 2016 SECURITY AND CONTROL AGREEMENT (General) (July 29th, 2016)

THIS SECURITY AND CONTROL AGREEMENT ("Agreement" or "Security Agreement") is entered into as of July 25, 2016, by Lilis Energy, Inc., a Nevada corporation (the "Debtor"), in favor of the Secured Party. Certain terms used herein are defined in Article I hereof.

FS Energy & Power Fund – Control Agreement (May 24th, 2016)

This Control Agreement (this "Agreement"), dated May 18, 2016, is by and among Bryn Mawr Funding LLC (the "Borrower"), each subsidiary of the Borrower that becomes a party hereto by executing a joinder to this Agreement (together with the Borrower, each a "Company" and, collectively, the "Companies"), Barclays Bank PLC, as collateral agent for the Lenders (as defined below) and certain other secured parties (in such capacity, including any successor in such capacity, the "Agent"), and State Street Bank and Trust Company, a Massachusetts trust company (the "Custodian").

FS Investment CORP – Second Amended and Restated Control Agreement (May 9th, 2016)

This Second Amended and Restated Control Agreement (this Agreement), dated April 8, 2016, is by and among FS Investment Corporation (the Borrower), each subsidiary of the Borrower signatory hereto, each subsidiary of the Borrower that becomes a party hereto by executing a joinder to this Agreement (each a Company and, collectively with the Borrower, the Companies), ING Capital LLC, as collateral agent for the Lenders (as defined below) and certain other secured parties (in such capacity, including any successor in such capacity, the Agent), and State Street Bank and Trust Company, a Massachusetts trust company (the Custodian). This Agreement amends and restates in its entirety that certain Amended and Restated Control Agreement, dated as of January 30, 2015, by and among the Borrower, the Companies, the Agent and the Custodian (the Existing Agreement), which in turn amended and restated in its entirety that certain Control Agreement, dated as of April 3, 2014 by and among the Borrower,

Mercedes-Benz Auto Lease Trust 2016-A – MERCEDES-BENZ AUTO LEASE TRUST 2016-A, as Initial Secured Party, U.S. BANK NATIONAL ASSOCIATION, as Assignee-Secured Party, and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary 2016-A COLLATERAL ACCOUNT CONTROL AGREEMENT Dated as of March 1, 2016 (March 18th, 2016)

This 2016-A COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of March 1, 2016 (as amended, restated, modified or otherwise supplemented, this "Agreement"), is among MERCEDES-BENZ AUTO LEASE TRUST 2016-A (the "Issuer"), as initial secured party (the "Initial Secured Party"), U.S. BANK NATIONAL ASSOCIATION, as indenture trustee (the "Indenture Trustee"), as secured party (the "Assignee-Secured Party"), and U.S. BANK NATIONAL ASSOCIATION, as securities intermediary (the "Securities Intermediary").

Mercedes-Benz Auto Lease Trust 2016-A – MERCEDES-BENZ AUTO LEASE TRUST 2016-A, as Initial Secured Party, U.S. BANK NATIONAL ASSOCIATION, as Assignee-Secured Party, and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary 2016-A COLLATERAL ACCOUNT CONTROL AGREEMENT Dated as of March 1, 2016 (March 10th, 2016)

This 2016-A COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of March 1, 2016 (as amended, restated, modified or otherwise supplemented, this "Agreement"), is among MERCEDES-BENZ AUTO LEASE TRUST 2016-A (the "Issuer"), as initial secured party (the "Initial Secured Party"), U.S. BANK NATIONAL ASSOCIATION, as indenture trustee (the "Indenture Trustee"), as secured party (the "Assignee-Secured Party"), and U.S. BANK NATIONAL ASSOCIATION, as securities intermediary (the "Securities Intermediary").

FS Investment Corp II – Control Agreement (February 26th, 2016)

This Control Agreement (this "Agreement"), dated February 23, 2016 is by and among FS Investment Corporation II (the "Borrower"), ING Capital LLC, as collateral agent for the Lenders (as defined below) and certain other secured parties (in such capacity, including any successor in such capacity, the "Agent"), and State Street Bank and Trust Company, a Massachusetts trust company ("Custodian").

BMW Vehicle Lease Trust 2016-1 – BMW AUTO LEASING LLC, as Transferor, BMW VEHICLE LEASE TRUST 2016-1, as Initial-Secured Party, and as Assignee-Secured Party, and as Securities Intermediary CONTROL AGREEMENT Dated as of February 17, 2016 (February 17th, 2016)

This Control Agreement, dated as of February 17, 2016 (this "Agreement"), is among BMW Auto Leasing LLC (the "Transferor"), BMW Vehicle Lease Trust 2016-1, as initial secured party (the "Initial-Secured Party"), U.S. Bank National Association, not in its individual capacity but solely as indenture trustee (in such capacity, the "Indenture Trustee") and as assignee secured party (in such capacity, the "Assignee-Secured Party"), and U.S. Bank National Association, as securities intermediary (the "Securities Intermediary").

BMW Vehicle Lease Trust 2016-1 – BMW AUTO LEASING LLC, as Transferor, BMW VEHICLE LEASE TRUST 2016-1, as Initial-Secured Party, and as Assignee-Secured Party, and as Securities Intermediary FORM OF CONTROL AGREEMENT Dated as of February 17, 2016 (February 11th, 2016)

This Control Agreement, dated as of February 17, 2016 (this "Agreement"), is among BMW Auto Leasing LLC (the "Transferor"), BMW Vehicle Lease Trust 2016-1, as initial secured party (the "Initial-Secured Party"), U.S. Bank National Association, not in its individual capacity but solely as indenture trustee (in such capacity, the "Indenture Trustee") and as assignee secured party (in such capacity, the "Assignee-Secured Party"), and U.S. Bank National Association, as securities intermediary (the "Securities Intermediary").

Sanomedics, Inc. – Management Services and Control Agreement (December 10th, 2015)

THIS MANAGEMENT SERVICES AND CONTROL AGREEMENT (the "Agreement"), effective as of December 4, 2015, is made by and between PositiveID Corporation, a Delaware corporation (the "Company" or "Manager"), Sanomedics, Inc., a Delaware corporation ("Sano") and, its wholly-owned subsidiary, Thermomedics, Inc., a Nevada corporation ("Thermo") (together, the "Parties").

Management Services and Control Agreement (December 7th, 2015)

THIS MANAGEMENT SERVICES AND CONTROL AGREEMENT (the "Agreement"), effective as of December 4, 2015, is made by and between PositiveID Corporation, a Delaware corporation (the "Company" or "Manager"), Sanomedics, Inc., a Delaware corporation ("Sano") and, its wholly-owned subsidiary, Thermomedics, Inc., a Nevada corporation ("Thermo") (together, the "Parties").