Common use of Control Agreements Clause in Contracts

Control Agreements. Each Obligor shall promptly notify the Agent of any securities account or deposit account located in the United States of America that it maintains from time to time. Each Obligor shall enter into one or more securities account control agreements and deposit account control agreements in form and substance satisfactory to the Agent, acting reasonably, that provide the Agent with “control” under the UCC (each such agreement being referred to herein as a “Control Agreement”) with respect to each such securities account and deposit account of such Obligor that is not a Segregated Government Deposit Account or a payroll account. Without the prior approval of the Agent, no Obligor shall open or maintain any securities account or deposit account (other than Segregated Government Deposit Accounts and payroll accounts) that is not subject to a Control Agreement and no securities account or deposit account (other than a Segregated Government Deposit Account) shall receive any Medicare or Medicaid payments made by a federal or state governmental unit or an intermediary for a federal or state government unit. At any time following the occurrence of an Event of Default, each Guarantor shall, if requested by the Agent, enter into one or more tri-party agreements (each such agreement being referred to herein as a “Tri-Party Agreement”) with the Agent and each applicable depository bank with respect to each Segregated Government Deposit Account, pursuant to which such Obligor shall agree to provide such instructions as the Agent shall from time to time request with respect to the applicable depository bank regarding the manner and frequency with which funds shall be transferred from such Segregated Government Deposit Account to another deposit account of such Obligor that is subject to a Control Agreement. No Obligor shall change any instruction set forth in a Tri-Party Agreement without providing the Agent with ten (10) days prior written notice thereof.

Control Agreements. Each Obligor shall promptly notify (a) Schedule 6.11 sets forth all deposit accounts maintained by the Agent Loan Parties as of the Closing Date. Before or concurrently with the opening by the Borrower or any other Loan Party of (i) any deposit account, securities account, lockbox account, concentration account, collection account or deposit disbursement account, and (ii) any account located in the United States of America that it maintains from time to time. Each Obligor shall enter into one or more securities account control agreements and deposit account control agreements in form and substance satisfactory to the Agent, acting reasonably, that provide the Agent with “control” under the UCC (each such agreement being referred to herein as a “Control Agreement”) with respect to each such securities account and deposit account of such Obligor that is not a Segregated Government Deposit Account or a payroll account. Without the prior approval of the Agent, no Obligor shall open or maintain any securities account or deposit account (other than Segregated Government Deposit Accounts and payroll accounts) that which is not subject to a Control Agreement that previously constituted an Immaterial Account or an Excluded Account ceasing to constitute an Immaterial Account or an Excluded Account, in each case, the Borrower shall deliver to the Administrative Agent a schedule (a “Supplemental Account Identification Schedule”) which provides, in respect of each such account (A) the name and no location of each bank and securities intermediary at which the Borrower or such Loan Party maintains a deposit account, securities account, lockbox account, concentration account, collection account or deposit disbursement account in the United States and (B) the account number and account name or other relevant descriptive data with respect to each such account and such other information with respect to each such account as the Administrative Agent shall reasonably request. (b) Subject to Section 6.15(a) with respect to accounts in existence on the Closing Date, on or before the date any Loan Party deposits any funds or permits any funds to be deposited in or credited to any account (other than a Segregated Government Deposit an Excluded Account or an Immaterial Account) shall receive any Medicare or Medicaid payments made by a federal or state governmental unit or an intermediary for a federal or state government unit. At any time following the occurrence of an Event of Default, each Guarantor shall, if requested by the Agent, enter into one or more tri-party agreements (each such agreement being referred to herein as a “Tri-Party Agreement”) with the Agent and each applicable depository bank with respect to each Segregated Government Deposit Account, pursuant to which such Obligor shall agree to provide such instructions as the Agent shall from time to time request with respect to the applicable depository bank regarding the manner and frequency with which funds shall be transferred from such Segregated Government Deposit Account to another deposit account of such Obligor that is not currently subject to a Control Agreement, Borrower shall cause to be delivered to the Administrative Agent a Control Agreement with respect to such account, in each case duly executed and delivered by the Borrower or the relevant Loan Party and by the bank or securities intermediary that maintains such account. No Obligor The applicable Loan Party shall change be the sole account holder of each deposit account, securities account, lockbox account, concentration account, collection account or disbursement account on Schedule 6.11 or a Supplemental Account Identification Schedule and shall not allow any instruction set forth in other Person (other than the ABL Agent, the Administrative Agent or any agent or similar representative of Secured Credit Facilities and Permitted Ratio Debt permitted hereunder) to have control over a Tri-Party Agreement without providing the Agent with ten (10) days prior written notice thereofdeposit account, securities account, lockbox account, concentration account, collection account or disbursement account or any property deposited therein.

Control Agreements. Each Obligor shall promptly notify With respect to any Mortgage Asset or collateral for a Mortgage Asset that is an uncertificated security (as defined in the Agent of any UCC), securities entitlement (as defined in the UCC) or is held in a securities account or deposit account located (as defined in the United States of America that it maintains from time to time. Each Obligor UCC), the Borrower shall enter into one or more securities account control agreements and deposit account control agreements in form and substance satisfactory provide to the AgentAdministrative Agent a control agreement, acting reasonably, that provide which shall be acceptable to the Administrative Agent with “control” in its discretion and shall be delivered to the Custodian under the UCC Custodial Agreement, executed by the issuer of the Mortgage Asset or the collateral for the Mortgage Asset or the related securities intermediary (each such agreement being referred to herein as a “Control Agreement”defined in the UCC), as applicable, granting control (as defined in the UCC) with respect to each such securities account and deposit account of such Obligor that is not a Segregated Government Deposit Account Mortgage Asset or a payroll account. Without collateral for such Mortgage Asset to the prior approval of the AgentAdministrative Agent and providing that, no Obligor shall open or maintain any securities account or deposit account (other than Segregated Government Deposit Accounts and payroll accounts) that is not subject to a Control Agreement and no securities account or deposit account (other than a Segregated Government Deposit Account) shall receive any Medicare or Medicaid payments made by a federal or state governmental unit or an intermediary for a federal or state government unit. At any time following the occurrence of after an Event of Default, each Guarantor shallthe Administrative agent shall be entitled to notify the issuer or securities intermediary, if requested 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). 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 AgentAdministrative Agent as agent for the Lenders and executed copies of any transfer documents to be completed by the applicable Borrower, enter into one or more tri-party agreements in either case in blank, but in form sufficient to 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 Borrowers to the Administrative Agent as agent for the Lenders shall be effected by physical delivery to the Custodian of the Mortgage Assets (each such agreement being referred to herein as duly endorsed by the applicable Borrower, in blank), together with a “Tri-Party Agreement”) with stock power executed by the Agent and each applicable depository bank with Borrower, in blank. With respect to each Segregated Government Deposit AccountMortgage Assets that shall be delivered through the DTC or the National Book Entry System of the Federal Reserve or any similar firm or agency, pursuant as applicable, in book–entry form and credited to which or otherwise held in an account, the Borrowers shall take such Obligor shall agree actions necessary to provide such instructions as the Agent shall from time to time request with respect instruction to the applicable depository bank regarding relevant financial institution, clearing corporation, securities intermediary or other entity to effect and perfect a legally valid delivery of the manner and frequency with which funds relevant interest granted herein to the Administrative Agent as agent for the Lenders hereunder to be held in the Securities Account. Mortgage Assets delivered in book–entry form shall be transferred from such Segregated Government Deposit Account to another deposit account under the custody of such Obligor that is subject to a Control Agreement. No Obligor shall change any instruction set forth and held in a Tri-Party Agreement without providing the name of the Administrative Agent with ten (10) days prior written notice thereofas agent for the Lenders in the Securities Account.

Control Agreements. (a) Each Obligor Debtor represents, covenants and warrants that such Debtor does not have or maintain any deposit accounts (other than Excluded Deposit Accounts) as the date hereof except as set forth in Schedule III-1 hereto. The Debtors shall promptly notify not, directly or indirectly, after the date hereof, establish or maintain any deposit account unless each of the following conditions is satisfied: (i) Agent shall have received not less than five (5) Business Days’ prior written notice of the intention of any securities Debtor to open or establish such account which notice shall specify in reasonable detail and specificity acceptable to Agent the name of the account, the owner of the account, the name and address of the bank at which such account is to be opened or established, the individual at such bank with whom such Debtor is dealing and the purpose of the account, (ii) the bank where such account is opened or maintained shall be acceptable to Agent, and (iii) in the case of any deposit account located in that is not an Excluded Deposit Account, on or before the United States opening of America that it maintains from time such deposit account, such Debtor shall deliver to time. Each Obligor shall enter into one or more securities account control agreements and deposit account control agreements in form and substance satisfactory to the Agent, acting reasonably, that provide the Agent with “control” under the UCC (each such agreement being referred to herein as a “Deposit Account Control Agreement”) Agreement with respect to each such securities account and deposit account of duly authorized, executed and delivered by such Obligor that Debtor and the bank at which such deposit account is not a Segregated Government Deposit Account or a payroll accountopened and maintained. Without No later than forty-five (45) days after the prior approval of the Agentdate hereof, no Obligor each Debtor shall open or maintain any securities account or cause each deposit account (other than Segregated Government Excluded Deposit Accounts and payroll accountsAccounts) that is not held or maintained by such Debtor on the date hereof to be subject to a Deposit Account Control Agreement duly executed by such Debtor and no securities account or the bank at which such deposit account is maintained and delivered to Agent. (other than a Segregated Government Deposit Accountb) shall receive All income earned or proceeds received by any Medicare Debtor and any direct or Medicaid payments made by a federal or state governmental unit or an intermediary for a federal or state government unit. At any time following indirect Domestic Subsidiary thereof during the occurrence term of an Event of Default, each Guarantor shall, if requested by the Agent, enter into one or more tri-party agreements (each such agreement being referred to herein as a “Tri-Party Agreement”) with the Agent and each applicable depository bank with respect to each Segregated Government Deposit Account, pursuant to which such Obligor shall agree to provide such instructions as the Agent shall from time to time request with respect to the applicable depository bank regarding the manner and frequency with which funds this Agreement shall be transferred from deposited promptly upon (and in any event within one Business Day of) receipt thereof by such Segregated Government Deposit Account to another Debtor in a deposit account of such Obligor that is subject to a fully executed Deposit Account Control Agreement, except for such income earned or proceeds permitted to be deposited in an Excluded Deposit Account or the Frost Bank Excluded Account in accordance with this Agreement . Each Debtor shall take all steps to ensure that all of its account debtors forward all items of payment to a deposit account that is subject to a fully executed Deposit Account Control Agreement, and in no event shall any Debtor direct any account debtor to forward any item of payment to any account other than a deposit account that is subject to a fully executed Deposit Account Control Agreement. No Obligor shall change As used herein, the term “Excluded Deposit Account” means any instruction deposit account established and used exclusively for payroll, payroll taxes and similar employment taxes or other employee wage and benefit payments in the ordinary course of business to or for the benefit of any Debtor’s employees and identified to Agent as being an Excluded Deposit Account. Each Debtor represents and warrants that as of the date hereof, all of the Excluded Deposit Accounts maintained by any Debtor are as set forth on Schedule III-2 hereto. Each Debtor covenants and agrees that during the term of this Agreement (i) each Excluded Deposit Account shall at all times be used exclusively for payroll, payroll taxes and similar employment taxes or other employee wage and benefit payments in the ordinary course of business to or for the benefit of any Debtor’s employees, and (ii) such Debtor will not make or cause any of its direct or indirect subsidiaries to make any deposits in any Excluded Deposit Account other than those necessary to fund payroll, payroll taxes and similar employment taxes or other employee wage and benefit payments in the ordinary course of business to or for the benefit of any Debtor’s employees. As used herein, the term “Frost Bank Excluded Account” means the deposit account maintained by Nauticus Sub with Frost Bank (Acct No. 00001007) with a Tri-Party CD securing obligations under corporate credit cards and listed in Schedule III-3 hereto. Each Debtor covenants and agrees that during the term of this Agreement without providing the Agent with ten (10) days prior written notice thereofaggregate amount of deposits contained in the Frost Bank Excluded Account shall not exceed $750,000 at any time.

Control Agreements. Each Obligor shall promptly notify With respect to any Mortgage Asset or collateral for a Mortgage Asset that is an uncertificated security (as defined in the Agent of any UCC), securities entitlement (as defined in the UCC) or is held in a securities account or deposit account located (as defined in the United States of America that it maintains from time to time. Each Obligor UCC), the Borrower shall enter into one or more securities account control agreements and deposit account control agreements in form and substance satisfactory provide to the AgentAdministrative Agent a control agreement, acting reasonably, that provide which shall be acceptable to the Administrative Agent with “control” in its discretion and shall be delivered to the Custodian under the UCC Custodial Agreement, executed by the issuer of the Mortgage Asset or the collateral for the Mortgage Asset or the related securities intermediary (each such agreement being referred to herein as a “Control Agreement”defined in the UCC), as applicable, granting control (as defined in the UCC) with respect to each such securities account and deposit account of such Obligor that is not a Segregated Government Deposit Account Mortgage Asset or a payroll account. Without collateral for such Mortgage Asset to the prior approval of the AgentAdministrative Agent and providing that, no Obligor shall open or maintain any securities account or deposit account (other than Segregated Government Deposit Accounts and payroll accounts) that is not subject to a Control Agreement and no securities account or deposit account (other than a Segregated Government Deposit Account) shall receive any Medicare or Medicaid payments made by a federal or state governmental unit or an intermediary for a federal or state government unit. At any time following the occurrence of after an Event of Default, each Guarantor shallthe Administrative agent shall be entitled to notify the issuer or securities intermediary, if requested 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). 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 AgentAdministrative Agent as agent for the Lenders and executed copies of any transfer documents to be completed by the applicable Borrower, enter into one or more tri-party agreements in either case in blank, but in form sufficient to 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 Borrowers to the Administrative Agent as agent for the Lenders shall be effected by physical delivery to the Custodian of the Mortgage Assets (each such agreement being referred to herein as duly endorsed by the applicable Borrower, in blank), together with a “Tri-Party Agreement”) with stock power executed by the Agent and each applicable depository bank with Borrower, in blank. With respect to each Segregated Government Deposit AccountMortgage Assets that shall be delivered through the DTC or the National Book Entry System of the Federal Reserve or any similar firm or agency, pursuant as applicable, in book—entry form and credited to which or otherwise held in an account, the Borrowers shall take such Obligor shall agree actions necessary to provide such instructions as the Agent shall from time to time request with respect instruction to the applicable depository bank regarding relevant financial institution, clearing corporation, securities intermediary or other entity to effect and perfect a legally valid delivery of the manner and frequency with which funds relevant interest granted herein to the Administrative Agent as agent for the Lenders hereunder to be held in the Securities Account. Mortgage Assets delivered in book—entry form shall be transferred from such Segregated Government Deposit Account to another deposit account under the custody of such Obligor that is subject to a Control Agreement. No Obligor shall change any instruction set forth and held in a Tri-Party Agreement without providing the name of the Administrative Agent with ten (10) days prior written notice thereofas agent for the Lenders in the Securities Account.

Control Agreements. Each Obligor Subject to the limitations set forth in the Security Documents, on or before the Closing Date, each Loan Party shall promptly notify the Agent obtain an authenticated Control Agreement, from each bank maintaining a Deposit Account or a Securities Account for such Loan Party (other than any Excluded Accounts); provided that with respect to Deposit Accounts and Securities Accounts maintained by Holdings, Clover Leaf Seafood, or any other Loan Party organized outside of any securities account or deposit account located in the United States or Canada with a bank located outside of America the United States or Canada, any such Person shall only be required to use its commercially reasonable efforts to obtain Control 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 it maintains from time to time. Each Obligor shall enter into one or more securities account control agreements and deposit account control agreements would otherwise be excessive in form and substance satisfactory relation to the Agentbenefit to the Lenders of the control arrangements to be afforded thereby). Except as permitted by Section 5.20(b)(i), acting reasonablythe Loan Parties shall not establish any Deposit Accounts or Securities Accounts after the Closing Date unless such Loan Party, that provide concurrently with the establishment of any such Deposit Account or Securities Account (or such later date as may be agreed by the Agent in its Permitted Discretion) shall have obtained an authenticated Control Agreement from the bank maintaining such Deposit Account or the securities intermediary maintaining such Securities Account and to have complied in full with “control” under the UCC (each such agreement being referred to herein as a “Control Agreement”provisions of this Section 5.20(a) with respect to each such securities account and deposit account of such Obligor that is not a Segregated Government Deposit Account Accounts or a payroll account. Without the prior approval of the AgentSecurities Accounts; provided further that, no Obligor shall open or maintain with respect to any securities account or deposit account (other than Segregated Government Deposit Accounts and payroll accounts) that is 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 be subject to a Control Agreement and no securities account (i) until 30 days (or deposit account such later date as may be agreed by Agent in its Permitted Discretion) after such entity becomes a Loan Party, or (other than a Segregated Government ii) if the security interest or hypothec of Agent in any such Deposit AccountAccount is otherwise perfected or rendered opposable by “control” (as defined in the UCC) shall receive any Medicare or Medicaid payments made by a federal or state governmental unit or an intermediary for a federal or state government unit. At any time following the occurrence reason of an Event of Default, each Guarantor shall, if requested by the Agent, enter into one or more tri-party agreements (each such agreement Deposit Account being referred to herein as a “Tri-Party Agreement”) with maintained at the Agent and each applicable depository bank or otherwise (including another method under foreign or domestic Applicable Law). Each Canadian Guarantor with respect to each Segregated Government Deposit Account, pursuant to which such Obligor shall agree to provide such instructions as the Agent shall from time to time request with respect to the applicable depository bank regarding the manner and frequency with which funds shall be transferred from such Segregated Government Deposit a Controlled Account to another deposit account of such Obligor that is subject to a Control Agreement. No Obligor shall change any instruction set forth Agreement will instruct the applicable Controlled Account Bank each day to wire all amounts in a Tri-Party Agreement without providing the Agent with ten (10) days prior written notice thereofapplicable Controlled Account to Agent’s Account.

Control Agreements. Each Obligor Within sixty (60) days after the Effective Date (or such longer time period as agreed to by the Collateral Agent in its sole discretion), the applicable Obligors shall promptly notify deliver to the Collateral Agent of any securities account or deposit account located in the United States of America that it maintains from time to time. Each Obligor shall enter into one or more securities account control agreements Control Agreements in respect of each Deposit Account and deposit account control agreements in form and substance satisfactory to Securities Account maintained by such Obligors which are not, as of the date of this Agreement, maintained with the Collateral Agent, acting reasonably, that provide the Agent together with “control” under the UCC (each such agreement being referred to herein as a “Control Agreement”) favorable opinion of counsel with respect to each such securities account and deposit account of such Obligor Control Agreement; provided that is the Obligors shall not a Segregated Government be required to deliver any Control Agreement for any Excluded Account or any Deposit Account or Securities Account if the aggregate value of all such assets (that are not either maintained with the Collateral Agent or subject to a payroll account. Without Control Agreement) would not be greater than $2,500,000 in the prior approval aggregate; provided further, for the avoidance of the Agentdoubt, no Obligor shall open any Cash or maintain any securities account or deposit account (other than Segregated Government Deposit Accounts and payroll accounts) financial assets that is 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 no securities account is continuing or deposit account 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 Segregated Government Deposit Account) shall receive any Medicare or Medicaid payments made by a federal or state governmental unit or an intermediary for a federal or state government unit. At any time following Control Agreement in favor of the occurrence of an Event of Default, each Guarantor shall, if requested by the Collateral Agent, enter into one (y) such Deposit Account or more tri-party agreements Securities Account is not an Excluded Account, and (each z) after giving effect to the proposed transfer, the aggregate value of all such agreement being referred to herein as a “Tri-Party Agreement”) assets (that are not either maintained with the Collateral Agent and each applicable depository bank with respect to each Segregated Government Deposit Account, pursuant to which such Obligor shall agree to provide such instructions as the Agent shall from time to time request with respect to the applicable depository bank regarding the manner and frequency with which funds shall be transferred from such Segregated Government Deposit Account to another deposit account of such Obligor that is or subject to a Control Agreement. No Obligor ) would be greater than $2,500,000 in the aggregate, the Obligors shall change any instruction set forth 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 a Tri-Party Agreement without providing favor of the Collateral Agent with ten (10) days respect to such Deposit Account or Securities Account. The Obligors shall provide prior written notice thereofto the 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 are subject to a Control Agreement in favor of the Collateral Agent) exceeds or would exceed $2,500,000 in the aggregate. 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, the Collateral Agent may notify any bank or Securities Intermediary to liquidate the applicable Deposit Account or Securities Account or any related Investment Property constituting Collateral maintained or held in such Securities Accounts and remit the proceeds thereof to the Collateral Agent.

Control Agreements. Each Obligor shall promptly notify Subject to Section 8.17(b) of the Agent Credit Agreement, with respect to each Deposit Account, Securities Account and Commodity Account, in each case, constituting Collateral (other than De Minimis Accounts and the Excluded Accounts), that the Grantor at any time maintains, the Grantor will, at the time of any securities account the opening of such Deposit Account, Securities Account or deposit account located in Commodity Account (other than De Minimis Accounts and the United States of America that it maintains from Excluded Accounts) or at the time such Deposit Account, Securities Account or Commodity Account ceases to time. Each Obligor shall enter into one be a De Minimis Account or more securities account control agreements and deposit account control agreements an Excluded Account, pursuant to a Control Agreement in form and substance reasonably satisfactory to the Administrative Agent, acting reasonablycause the depository bank that maintains such Deposit Account, securities intermediary that provide 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 Administrative Agent with “control” under to such depository bank, securities intermediary or commodities intermediary directing the UCC (each disposition of funds from time to time credited to such agreement being referred Deposit Account, Securities Account or Commodity Account, without further consent of the Grantor, or take such other action as the Administrative Agent may reasonably request in order to herein as a “perfect the Administrative Agent’s 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 the 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 each such securities account and deposit account of such Obligor that is not a Segregated Government time credited to or carried in any Deposit Account, Securities Account or a payroll account. Without the prior approval of the AgentCommodity Account subject, no Obligor shall open or maintain any securities account or deposit account (other than Segregated Government Deposit Accounts and payroll accounts) that is not subject in each case, to a Control Agreement and no securities account or deposit account (other than a Segregated Government Deposit Account) shall receive any Medicare or Medicaid payments made by a federal or state governmental unit or an intermediary for a federal or state government unit. At any time following the occurrence of an Event of Default, each Guarantor shall, if requested notice by the AgentAdministrative Agent that its activation of sole control has ceased and that the Grantor shall be entitled once again to control and direct the disposition of funds in such account until future notice by the Administrative Agent pursuant to the provision of such Control Agreement), enter into one and shall not withhold any withdrawal rights or more tri-party agreements (each such agreement being referred to herein as a “Tri-Party Agreement”) with dealing rights from the Agent and each applicable depository bank Grantor with respect to each Segregated Government Deposit Accountany funds, pursuant to which such Obligor shall agree to provide such instructions Financial Assets or Commodity Contracts, as the Agent shall applicable, from time to time request with respect credited to the applicable depository bank regarding the manner and frequency with which funds shall be transferred from such Segregated Government or carried in any Deposit Account, Securities Account to another deposit account of such Obligor that is subject or Commodity Account subject, in each case, to a Control Agreement. No Obligor shall change any instruction set forth in a Tri-Party Agreement without providing the Agent with ten (10) days prior written notice thereof.

Control Agreements. (i) Each Obligor Grantor shall promptly notify the Agent obtain and keep effective a Control Agreement from each bank maintaining a Deposit Account for such Grantor (other than Excluded Assets) including such bank and Deposit Accounts set forth on Schedule 6(k); (ii) Each Grantor shall obtain and keep effective a Control Agreement, from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any securities account financial assets or deposit account located in the United States of America that it maintains from time commodities (other than Excluded Assets) to time. Each Obligor shall enter into one or more securities account control agreements and deposit account control agreements in form and substance satisfactory for any Grantor; (iii) Except to the Agentextent otherwise excused by the First Lien Documents, acting reasonablyeach Grantor shall obtain and keep effective a Control Agreement with respect to all of such Grantor's investment property other than Excluded Assets; (iv) Subject to the Intercreditor Agreement, each such Control Agreement shall provide, among other things, that provide the upon notice from Control Agent with “control” under the UCC (each such agreement being referred to herein as a “Control AgreementNotice”), the bank, intermediary or other Person described in clauses (i)-(iii) above will comply with any instructions originated by Control Agent directing the disposition of funds in the applicable Account without further consent by the applicable Grantor. Agent agrees not to issue a Control Notice unless a Triggering Event has occurred and is continuing at the time such Control Notice is issued. Agent agrees to rescind a Control Notice (the “Rescission”) if : (1) the Triggering Event has been cured or waived in writing in accordance with the terms of the Credit Agreement, and (2) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission; (v) So long as no Event of Default has occurred and is continuing and except as may be otherwise provided in the Credit Agreement, Grantors may close accounts or replace any bank, intermediary or other Person described in clauses (i)-(iii) above with the prior written consent of Agent and Grantors may thereafter amend Schedule 6(k); provided however, in respect to each such securities account and deposit account of such Obligor that is not a Segregated Government Deposit Account or a payroll account. Without the prior approval of the Agent, no Obligor shall open or maintain any securities account or deposit account Accounts (other than Segregated Government Deposit Accounts Excluded Assets), simultaneously with or as promptly as practicable after such closure or replacement, as requested by Agent, the applicable Grantor and payroll accounts) that is not subject such bank, intermediary or other Person shall have executed and delivered to the Agent a Control Agreement and no securities account or deposit account (other than a Segregated Government Deposit Account) shall receive any Medicare or Medicaid payments made by a federal or state governmental unit or an intermediary for a federal or state government unit. At any time following the occurrence of an Event of Default, each Guarantor shall, if requested by the in form reasonably satisfactory to Agent, enter into one or more tri-party agreements (each such agreement being referred to herein as a “Tri-Party Agreement”) with the Agent and each applicable depository bank with respect to each Segregated Government Deposit Account, pursuant to which such Obligor shall agree to provide such instructions as the Agent shall from time to time request with respect to the applicable depository bank regarding the manner and frequency with which funds shall be transferred from such Segregated Government Deposit Account to another deposit account of such Obligor that is subject to a Control Agreement. No Obligor shall change any instruction set forth in a Tri-Party Agreement without providing the Agent with ten (10) days prior written notice thereof.

Control Agreements. Each Obligor shall promptly notify the Agent of any 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) cause such account to be subject to a deposit account located in the United States of America that it maintains from time to time. Each Obligor shall enter into one control agreement or more securities account control agreements and deposit account control agreements agreement, as applicable, in form and substance reasonably satisfactory to the AgentAdministrative Agent naming the Administrative Agent as the secured party thereunder for the benefit of the Other Secured Persons, acting reasonably, that provide the Agent with “control” under the UCC or (each b) close such agreement being referred to herein as a “Control Agreement”) with respect to each such securities account and transfer any funds therein to an account that otherwise meets the requirements of this Section 9.20. From and after the Third Amendment Effective Date, neither the Parent Guarantor, the Borrower nor any other Loan Party shall open, any deposit account of such Obligor that is not a Segregated Government Deposit Account or a payroll account. Without the prior approval of the Agent, no Obligor shall open or maintain any securities account or deposit account (other than Segregated Government Deposit Accounts payroll, withholding tax, escrow, trust fund and payroll other fiduciary deposit accounts) that is not unless such deposit or securities account is, or within 30 days after being opened becomes, subject to a Control Agreement and no 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 Other Secured Persons. Notwithstanding the foregoing, for each deposit or securities account that becomes a deposit or securities account of a Restricted Subsidiary as a result of the Energen Transaction or a Permitted Acquisition (in each case, 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 date of the Energen Merger or such Permitted Acquisition, either (a) 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 Other Secured Persons, or (other than a Segregated Government Deposit Accountb) close such account and transfer any funds therein to an account that otherwise meets the requirements of this Section 9.20. Each deposit account control agreement will provide that the depositary bank will comply with instructions originated by the Administrative Agent directing dispositions of funds in the deposit account without further consent by the applicable Loan Party. Each securities account control agreement will provide that the securities intermediary will comply with entitlement orders originated by the Administrative Agent without further consent by the applicable Loan Party. The Administrative Agent agrees that it shall receive not issue any Medicare such instructions or Medicaid payments made by a federal entitlement orders or state governmental unit otherwise exercise any control right granted under any such deposit account control agreement or an intermediary for a federal or state government unit. At any time following the occurrence of securities account control agreement unless (a) an Event of Default, each Guarantor shall, if requested by Default of the Agent, enter into one or more tri-party agreements (each such agreement being referred to herein as a “Tri-Party Agreement”) with the Agent and each applicable depository bank with respect to each Segregated Government Deposit Account, pursuant to which such Obligor shall agree to provide such instructions as the Agent shall from time to time request with respect to the applicable depository bank regarding the manner and frequency with which funds shall be transferred from such Segregated Government Deposit Account to another deposit account of such Obligor that is subject to a Control Agreement. No Obligor shall change any instruction type set forth in a Tri-Party Agreement without providing Sections 10.01(a), (b), (f), (g), (h), (i), or (j) has occurred or (b) the Agent with ten Notes and the Loans then outstanding have become due and payable in whole (10) days prior written notice and not merely in part), whether at the due date thereof, by acceleration or otherwise.171 171 Section 9.20 added by Third Amendment.

Control Agreements. Each Obligor shall promptly notify Within sixty (60) days of the Effective Date (or such later date as the Administrative Agent may agree to in its sole discretion), such Grantor will provide to the Administrative Agent, a Deposit Account Control Agreement, a Securities Account Control Agreement or a Commodity Account Control Agreement, as applicable, for each Deposit Account, Securities Account and Commodity Account (other than any Excluded Deposit Account or De Minimis Account) existing on the Effective Date for which a control agreement has not been delivered as of the Effective Date or evidence reasonably satisfactory to the Administrative Agent that such Deposit Account, Securities Account or Commodity Account has been closed and the remaining balance thereof, if any, has been transferred to an account held with JPMCB. For each Deposit Account, Securities Account or Commodity Account (other than any securities account Excluded Deposit Account or deposit account located in De Minimis Account) opened after the United States Effective Date, such Grantor will provide a Deposit Account Control Agreement, a Securities Account Control Agreement or a Commodity Account Control Agreement, as applicable, substantially contemporaneously with the opening of America that it maintains from time such Deposit Account, Securities Account or Commodity Account. Pursuant to time. Each Obligor shall enter into one or more securities account such control agreements and deposit account control agreements agreements, in form and substance reasonably satisfactory to the Administrative Agent, acting reasonably, that provide such Grantor will cause the Agent with “control” under the UCC (each such agreement being referred to herein as a “Control Agreement”) with respect to each such securities account and deposit account of such Obligor that is not a Segregated Government Deposit Account or a payroll account. Without the prior approval of the Agent, no Obligor shall open or maintain any securities account or deposit account (other than Segregated Government Deposit Accounts and payroll accounts) that is not subject to a Control Agreement and no securities account or deposit account (other than a Segregated Government Deposit Account) shall receive any Medicare or Medicaid payments made by a federal or state governmental unit or an intermediary for a federal or state government unit. At any time following the occurrence of an Event of Default, each Guarantor shall, if requested by the Agent, enter into one or more tri-party agreements (each such agreement being referred to herein as a “Tri-Party Agreement”) with the Agent and each applicable depository bank with respect to each Segregated Government that maintains such Deposit Account, pursuant securities intermediary that maintains such Securities Account, or the commodity intermediary that maintains such Commodity Account, as applicable, to which such Obligor shall agree to provide comply at any time with instructions from the Administrative Agent to such instructions as depository bank, securities intermediary or commodities intermediary directing the Agent shall disposition of funds from time to time request credited to such Deposit Account, Securities Account or Commodity Account, without further consent of such Grantor, and take such other action as the Administrative Agent may approve in order to perfect the Administrative Agent’s security interest in such Deposit Account, Securities Account or Commodity Account. The Administrative Agent agrees with such Grantor that the Administrative Agent will not provide any instructions directing the disposition of funds from time to time credited to any Deposit Account, Securities Account or Commodity Account or withhold any withdrawal rights from such Grantor with respect to the applicable depository bank regarding the manner and frequency with which funds shall be transferred from such Segregated Government time to time credited to any Deposit Account, Securities Account to another deposit account of such Obligor that is subject to a Control Agreement. No Obligor shall change any instruction or Commodity Account (in each case, except as set forth in a Tri-Party Agreement without providing Article VII) unless, at the Agent with ten (10) days prior written notice time thereof, an Activation Period is in effect.

Control Agreements. (i) Each Obligor Grantor shall promptly notify the Agent obtain and keep effective a Control Agreement from each bank maintaining a Deposit Account for such Grantor (other than Excluded Assets) including such bank and Deposit Accounts set forth on Schedule 6(k); (ii) Each Grantor shall obtain and keep effective a Control Agreement, from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any securities account financial assets or deposit account located in the United States of America that it maintains from time commodities (other than Excluded Assets) to time. Each Obligor shall enter into one or more securities account control agreements and deposit account control agreements in form and substance satisfactory for any Grantor; (iii) Except to the Agentextent otherwise excused by the First Lien Documents, acting reasonablyeach Grantor shall obtain and keep effective a Control Agreement with respect to all of such Grantor’s investment property other than Excluded Assets; (iv) Subject to the Intercreditor Agreement, each such Control Agreement shall provide, among other things, that provide the upon notice from Control Agent with “control” under the UCC (each such agreement being referred to herein as a “Control AgreementNotice”), the bank, intermediary or other Person described in clauses (i)-(iii) above will comply with any instructions originated by Control Agent directing the disposition of funds in the applicable Account without further consent by the applicable Grantor. Lender agrees not to issue a Control Notice unless a Triggering Event has occurred and is continuing at the time such Control Notice is issued. Lender agrees to rescind a Control Notice (the “Rescission”) if : (1) the Triggering Event has been cured or waived in writing in accordance with the terms of the Credit Agreement, and (2) no additional Triggering Event has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the Rescission; (v) So long as no Event of Default has occurred and is continuing and except as may be otherwise provided in the Credit Agreement, Grantors may close accounts or replace any bank, intermediary or other Person described in clauses (i)-(iii) above and Grantors may amend Schedule 6(k); provided however, in respect to each such securities account and deposit account of such Obligor that is not a Segregated Government Deposit Account or a payroll account. Without the prior approval of the Agent, no Obligor shall open or maintain any securities account or deposit account Accounts (other than Segregated Government Deposit Accounts Excluded Assets), as promptly as practicable after such closure or replacement, the applicable Grantor and payroll accounts) that is not subject such bank, intermediary or other Person shall have executed and delivered to the Lender a Control Agreement and no securities account or deposit account (other than a Segregated Government Deposit Account) shall receive any Medicare or Medicaid payments made by a federal or state governmental unit or an intermediary for a federal or state government unit. At any time following the occurrence of an Event of Default, each Guarantor shall, if requested by the Agent, enter into one or more tri-party agreements (each such agreement being referred in form reasonably satisfactory to herein as a “Tri-Party Agreement”) with the Agent and each applicable depository bank with respect to each Segregated Government Deposit Account, pursuant to which such Obligor shall agree to provide such instructions as the Agent shall from time to time request with respect to the applicable depository bank regarding the manner and frequency with which funds shall be transferred from such Segregated Government Deposit Account to another deposit account of such Obligor that is subject to a Control Agreement. No Obligor shall change any instruction set forth in a Tri-Party Agreement without providing the Agent with ten (10) days prior written notice thereofLender.

Control Agreements. Each Obligor shall promptly notify Parent and the Agent Borrowers will not permit the aggregate balance of cash and Permitted Investments of the Loan Parties in any securities account or (other than (i) each deposit account, 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 located used, in the United States ordinary course of America business, solely for daily accounts payable and that it maintains from time has an ending daily balance of zero, and (iii) each BofA Excluded Account (as defined below)) not subject to time. Each Obligor shall enter into one Deposit Account Control Agreements or more securities account other appropriate control agreements and deposit account control agreements in favor of the Administrative Agent in form and substance reasonably satisfactory to the AgentAdministrative Agent to exceed an amount to be specified by the Lenders in their discretion. Notwithstanding anything to the contrary in any Loan Document, acting reasonably, that provide Parent and the Agent with “control” under the UCC (each such Borrowers shall not be required to maintain any Deposit Account Control Agreement or other control agreement being referred to herein as a “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 such securities account and deposit account maintained with Bank of such Obligor that America, N.A., or any of its Affiliates in respect of which there is not in effect a Segregated Government Deposit Account or a payroll account. Without the prior approval Control Agreement as of the AgentAmendment 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, no Obligor the concentration account maintained in Canada with Bank of America, N.A., or one of its Affiliates (the “Canadian Account”). The Borrowers shall open or maintain at all times act to minimize the amount of cash held in BofA Excluded Accounts (and shall in any securities account or deposit account event ensure that the aggregate amount contained in (1) the BofA Excluded Accounts other than Segregated Government Deposit Accounts and payroll accounts) that is the Canadian Account, shall not subject to a Control Agreement and no securities account or deposit account (other than a Segregated Government Deposit Account) shall receive any Medicare or Medicaid payments made by a federal or state governmental unit or an intermediary for a federal or state government unit. At at any time following the occurrence of exceed an Event of Default, each Guarantor shall, if requested amount to be specified by the AgentLenders in their discretion for all such accounts taken together, enter into one or more tri-party agreements and (each such agreement being referred to herein as 2) the Canadian Account at any time that it is a “Tri-Party Agreement”) with the Agent and each applicable depository bank with respect to each Segregated Government Deposit BofA Excluded Account, pursuant shall not at any time exceed an amount to which be specified by the Lenders in their discretion) and shall follow such Obligor shall agree to provide such instructions procedures as the Administrative Agent shall or the Lenders may from time to time request with respect to the applicable depository bank regarding the manner and frequency with which funds specify in connection therewith. (aa) Paragraph (d) of Article VII shall be transferred from amended by inserting at the end thereof the phrase: “or the Borrowers shall fail to observe or perform any covenant, condition or agreement contained in Section 5.01(f) or 5.09(b) and such Segregated Government Deposit Account to another deposit account failure shall continue unremedied for a period of such Obligor that is subject to a Control Agreement. No Obligor shall change any instruction set forth in a Tri-Party Agreement without providing the Agent with ten (10) days prior written notice thereof2 Business Days”.

Control Agreements. Each Obligor (a) On or prior to the Effective Date, UP Offshore Bahamas and Holdings shall promptly notify have (i) executed and delivered (and shall have caused each of their subsidiaries with a Deposit Account to have executed and delivered) to the Agent of any securities account or deposit account located in the United States of America that it maintains from time Common Security Agent, New Transaction Security relating to time. Each Obligor shall enter into one or more securities account each Deposit Account and control agreements and deposit account control agreements or instruments of equivalent effect in each non-U.S. jurisdiction in form and substance satisfactory to the Administrative Agent (each, a "Control Agreement") which Control Agreements shall establish "control" (within the meaning of the UCC or other relevant law) or perfection of the underlying security interest (in the case of each non-U.S. jurisdiction) and shall be in form and substance reasonably acceptable to the Agents and (ii) used its best efforts to cause each financial institution at which any Deposit Account is maintained to have executed and delivered such Control Agreements in respect of each Deposit Account (it being understood that if such financial institution shall not have executed and delivered such Control Agreement within 30 days after the Effective Date (which date may be extended by up to 30 days in the reasonable discretion of the Common Agent or such longer period as may be reasonably acceptable to the Required Lenders (as defined below)), the Offshore Entities will move the applicable Deposit Account from such financial institution to the Common Agent or another financial institution reasonably acceptable to the Common Agent which will execute a Control Agreement). (b) At all times on and after the Effective Date, each Deposit Account shall be (i) maintained in the name of an Obligor, (ii) located at one of the Agents, the Common Security Agent or at another financial institution reasonably acceptable to the Administrative Agent, acting reasonably(iii) located in the United States, that provide Brazil and any other jurisdiction reasonably acceptable to the Administrative Agent with “control” under the UCC and (each such agreement being referred to herein as a “Control Agreement”iv) with respect to each such securities account and deposit account of such Obligor that is not a Segregated Government Deposit Account or a payroll account. Without the prior approval of the Agent, no Obligor shall open or maintain any securities account or deposit account (other than Segregated Government Deposit Accounts and payroll accounts) that is not subject to a Control Agreement and no securities account or deposit account (first priority perfected lien in favor of the Common Security Agent and, other than a Segregated Government Deposit Accountas permitted under clause (a)(ii) shall receive any Medicare or Medicaid payments made by a federal or state governmental unit or an intermediary for a federal or state government unit. At any time following the occurrence of an Event of Defaultabove, each Guarantor shall, if requested by the Agent, enter into one or more tri-party agreements (each such agreement being referred to herein as a “Tri-Party Agreement”) with the Agent and each applicable depository bank with respect to each Segregated Government Deposit Account, pursuant to which such Obligor shall agree to provide such instructions as the Agent shall from time to time request with respect to the applicable depository bank regarding the manner and frequency with which funds shall be transferred from such Segregated Government Deposit Account to another deposit account of such Obligor that is subject to a Control Agreement. No Obligor To the extent that any security interests exist prior to the Effective Date in favor of any of the Agents under the Existing Facility Agreements or the Existing Guarantee Facility Agreement, each of the Parties agrees that such security interests shall change be released and replaced with New Transaction Security containing a Security Interest in favor of the Common Security Agent. (c) At all times on and after the Effective Date, the Deposit Accounts shall hold all cash or cash equivalents owned by the Obligors and all Earnings and proceeds of insurances (or any instruction set forth other amounts paid in respect of the Ships) shall be held in a TriDeposit Account except as otherwise expressly permitted or provided for in this Agreement. (d) At all times on and after the Effective Date, all Deposit Accounts shall be denominated in reais or U.S. dollars, unless the Administrative Agent agrees otherwise in its reasonable discretion or as permitted below for Current Accounts. All Deposit Accounts other than the Current Accounts and the BR Free Cash Flow Concentration Account shall be required to be located in the United States and denominated in U.S. dollars. To the extent that any Deposit Accounts maintained by the Offshore Entities are denominated in any currency other than reais, U.S. dollars, or any other currency reasonably agreed by the Administrative Agent (i) prior to the Effective Date, any remaining amounts in excess of the equivalent in such currencies of $1,000,000 in such accounts shall be transferred into a U.S. dollar-Party Agreement without providing denominated Current Account or the Agent with ten Minimum Liquidity Account (10after conversion of such deposits to U.S. dollars at the FX Spot Rate) days prior written notice thereofand (ii) after the Effective Date, the average daily balance in all such accounts of such other currencies shall not exceed $1,000,000 in the aggregate for all such Current Accounts.

Control Agreements. Each Obligor shall promptly notify For each Deposit Account, Securities Account and Commodity Account (other than De Minimis Accounts) that such Grantor at any time maintains, such Grantor will, substantially contemporaneously with the Agent opening of any securities account such Deposit Account, Securities Account or deposit account located in the United States of America that it maintains from time Commodity Account (other than De Minimis Accounts), pursuant to time. Each Obligor shall enter into one or more securities account control agreements and deposit account control agreements a Control Agreement in form and substance satisfactory to the Collateral Agent, acting reasonably, that provide cause the Agent with “control” under the UCC (each such agreement being referred to herein as a “Control Agreement”) with respect to each such securities account and deposit account of such Obligor that is not a Segregated Government Deposit Account or a payroll account. Without the prior approval of the Agent, no Obligor shall open or maintain any securities account or deposit account (other than Segregated Government Deposit Accounts and payroll accounts) that is not subject to a Control Agreement and no securities account or deposit account (other than a Segregated Government Deposit Account) shall receive any Medicare or Medicaid payments made by a federal or state governmental unit or an intermediary for a federal or state government unit. At any time following the occurrence of an Event of Default, each Guarantor shall, if requested by the Agent, enter into one or more tri-party agreements (each such agreement being referred to herein as a “Tri-Party Agreement”) with the Agent and each applicable depository bank with respect to each Segregated Government that maintains such Deposit Account, pursuant securities intermediary that maintains such Securities Account, or commodities intermediary that maintains such Commodity Account, as applicable, to which such Obligor shall agree to provide comply at any time with instructions from the Collateral Agent (or such instructions other party as provided for in the Agent shall Intercreditor Agreement) to such depository bank, securities intermediary or commodities intermediary directing the disposition of funds from time to time request with 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 Collateral Agent in respect to the applicable depository bank regarding the manner any such Deposit Accounts, Securities Accounts and frequency with which funds Commodities Accounts (other than De Minimis Accounts), such Grantor shall be transferred from such Segregated Government Deposit Account relieved of any further obligation to another deposit account 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 Obligor that is subject Deposit Accounts, Securities Accounts and Commodities Accounts pursuant to a Control Agreement. No Obligor shall change any instruction set forth in a Tri-Party Agreement without providing the Agent with ten (10) days prior written notice thereofcontrol agreement.

Control Agreements. Each Obligor Within forty-five (45) days after the Effective Date, the applicable Obligors shall promptly notify the deliver to Collateral Agent of any securities account or deposit account located in the United States of America that it maintains from time to time. Each Obligor shall enter into one or more securities account control agreements Control Agreements in respect of each Deposit Account and deposit account control agreements in form and substance satisfactory Securities Account maintained by such Obligors which are not, as of the date of this Agreement, subject to the Custody Account Control Agreement or maintained with the Collateral Agent, acting reasonably, that provide the Agent together with “control” under the UCC (each such agreement being referred to herein as a “Control Agreement”) favorable opinion of counsel with respect to each such securities account and deposit account of such Obligor Control Agreement; provided that is the Obligors shall not a Segregated Government be required to deliver any Control Agreement for any Excluded Account or any Deposit Account or Securities Account if the aggregate value of all such assets (that are not either maintained with the Collateral Agent or subject to a payroll account. Without Control Agreement) would not be greater than $2,500,000 in the prior approval aggregate; provided further, for the avoidance of the Agentdoubt, no Obligor shall open any Cash or maintain any securities account or deposit account (other than Segregated Government Deposit Accounts and payroll accounts) financial assets that is 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 no securities account is continuing or deposit account 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 Segregated Government Deposit Account) shall receive any Medicare or Medicaid payments made by a federal or state governmental unit or an intermediary for a federal or state government unit. At any time following the occurrence Control Agreement in favor of an Event of Default, each Guarantor shall, if requested by the Collateral Agent, enter into one (y) such Deposit Account or more tri-party agreements (each such agreement being referred to herein as a “Tri-Party Agreement”) with the Agent and each applicable depository bank with respect to each Segregated Government Deposit Securities Account is not an Excluded Account, pursuant to which such Obligor shall agree to provide such instructions as the Agent shall from time to time request with respect and (z) after giving effect to the applicable depository bank regarding proposed transfer, the manner and frequency aggregate value of all such assets (that are not either maintained with which funds shall be transferred from such Segregated Government Deposit Account to another deposit account of such Obligor that is Collateral Agent or subject to a Control Agreement. No Obligor ) would be greater than $2,500,000 in the aggregate, the Obligors shall change any instruction set forth 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 a Tri-Party Agreement without providing favor of the Collateral Agent with ten (10) days respect to such Deposit Account or Securities Account. The Obligors shall provide prior written notice thereofto 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 Collateral Agent or which are subject to a Control Agreement in favor of the Collateral Agent) exceeds or would exceed $2,500,000 in the aggregate. 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, the Collateral Agent may notify any bank or securities intermediary to liquidate the applicable Deposit Account or Securities Account or any related Investment Property constituting Collateral maintained or held in such Securities Accounts and remit the proceeds thereof to the Collateral Agent.

Control Agreements. Each Obligor shall promptly notify the Agent of any 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) cause such account to be subject to a deposit account located in the United States of America that it maintains from time to time. Each Obligor shall enter into one control agreement or more securities account control agreements and deposit account control agreements agreement, as applicable, in form and substance reasonably satisfactory to the AgentAdministrative Agent naming the Administrative Agent as the secured party thereunder for the benefit of the Other Secured Persons, acting reasonably, that provide the Agent with “control” under the UCC or (each b) close such agreement being referred to herein as a “Control Agreement”) with respect to each such securities account and transfer any funds therein to an account that otherwise meets the requirements of this Section 9.20. From and after the Third Amendment Effective Date, neither the Parent Guarantor, the Borrower nor any other Loan Party shall open, any deposit account of such Obligor that is not a Segregated Government Deposit Account or a payroll account. Without the prior approval of the Agent, no Obligor shall open or maintain any securities account or deposit account (other than Segregated Government Deposit Accounts payroll, withholding tax, escrow, trust fund and payroll other fiduciary deposit accounts) that is not unless such deposit or securities account is, or 30 days after being opened becomes, subject to a Control Agreement and no deposit account control agreement or securities account or 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 Other Secured Persons. Each deposit account control agreement will provide that the depositary bank will comply with instructions originated by the Administrative Agent directing dispositions of funds in the deposit account without further consent by the applicable Loan Party. Each securities account control agreement will provide that the securities intermediary will comply with entitlement orders originated by the Administrative Agent without further consent by the applicable 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 (other than a Segregated Government Deposit Accounta) shall receive any Medicare or Medicaid payments made by a federal or state governmental unit or an intermediary for a federal or state government unit. At any time following the occurrence of an Event of Default, each Guarantor shall, if requested by Default of the Agent, enter into one or more tri-party agreements (each such agreement being referred to herein as a “Tri-Party Agreement”) with the Agent and each applicable depository bank with respect to each Segregated Government Deposit Account, pursuant to which such Obligor shall agree to provide such instructions as the Agent shall from time to time request with respect to the applicable depository bank regarding the manner and frequency with which funds shall be transferred from such Segregated Government Deposit Account to another deposit account of such Obligor that is subject to a Control Agreement. No Obligor shall change any instruction type set forth in a Tri-Party Agreement without providing Sections 10.01(a), (b), (f), (g), (h), (i), or (j) has occurred or (b) the Agent with ten Notes and the Loans then outstanding have become due and payable in whole (10) days prior written notice and not merely in part), whether at the due date thereof, by acceleration or otherwise.” 2.8 Amendment to Article XII. Article XII is hereby amended by adding the following Section 12.19:

Control Agreements. Each Obligor shall promptly notify the Agent of any 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) cause such account to be subject to a deposit account located in the United States of America that it maintains from time to time. Each Obligor shall enter into one control agreement or more securities account control agreements and deposit account control agreements agreement, as applicable, in form and substance reasonably satisfactory to the AgentAdministrative Agent naming the Administrative Agent as the secured party thereunder for the benefit of the Other Secured Persons, acting reasonably, that provide the Agent with “control” under the UCC or (each b) close such agreement being referred to herein as a “Control Agreement”) with respect to each such securities account and transfer any funds therein to an account that otherwise meets the requirements of this Section 9.20. From and after the Third Amendment Effective Date, neither the Parent Guarantor, the Borrower nor any other Loan Party shall open, any deposit account of such Obligor that is not a Segregated Government Deposit Account or a payroll account. Without the prior approval of the Agent, no Obligor shall open or maintain any securities account or deposit account (other than Segregated Government Deposit Accounts payroll, withholding tax, escrow, trust fund and payroll other fiduciary deposit accounts) that is not unless such deposit or securities account is, or within 30 days after being opened becomes, subject to a Control Agreement and no deposit account control agreement or securities account or 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 Other Secured Persons. Each deposit account control agreement will provide that the depositary bank will comply with instructions originated by the Administrative 6 Agent directing dispositions of funds in the deposit account without further consent by the applicable Loan Party. Each securities account control agreement will provide that the securities intermediary will comply with entitlement orders originated by the Administrative Agent without further consent by the applicable 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 (other than a Segregated Government Deposit Accounta) shall receive any Medicare or Medicaid payments made by a federal or state governmental unit or an intermediary for a federal or state government unit. At any time following the occurrence of an Event of Default, each Guarantor shall, if requested by Default of the Agent, enter into one or more tri-party agreements (each such agreement being referred to herein as a “Tri-Party Agreement”) with the Agent and each applicable depository bank with respect to each Segregated Government Deposit Account, pursuant to which such Obligor shall agree to provide such instructions as the Agent shall from time to time request with respect to the applicable depository bank regarding the manner and frequency with which funds shall be transferred from such Segregated Government Deposit Account to another deposit account of such Obligor that is subject to a Control Agreement. No Obligor shall change any instruction type set forth in a Tri-Party Agreement without providing Sections 10.01(a), (b), (f), (g), (h), (i), or (j) has occurred or (b) the Agent with ten Notes and the Loans then outstanding have become due and payable in whole (10) days prior written notice and not merely in part), whether at the due date thereof, by acceleration or otherwise.” 2.9Amendment to Article XII. Article XII is hereby amended by adding the following Section 12.18: “

Control Agreements. Each Obligor shall promptly notify the Agent of any 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) cause such account to be subject to a deposit account located in the United States of America that it maintains from time to time. Each Obligor shall enter into one control agreement or more securities account control agreements and deposit account control agreements agreement, as applicable, in form and substance reasonably satisfactory to the AgentAdministrative Agent naming the Administrative Agent as the secured party thereunder for the benefit of the Other Secured Persons, acting reasonably, that provide the Agent with “control” under the UCC or (each b) close such agreement being referred to herein as a “Control Agreement”) with respect to each such securities account and transfer any funds therein to an account that otherwise meets the requirements of this Section 9.20. From and after the Third Amendment Effective Date, neither the Parent Guarantor, the Borrower nor any other Loan Party shall open, any deposit account of such Obligor that is not a Segregated Government Deposit Account or a payroll account. Without the prior approval of the Agent, no Obligor shall open or maintain any securities account or deposit account (other than Segregated Government Deposit Accounts payroll, withholding tax, escrow, trust fund and payroll other fiduciary deposit accounts) that is not unless such deposit or securities account is, or within 30 days after being opened becomes, subject to a Control Agreement and no deposit account control agreement or securities account or 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 Other Secured Persons. Each deposit account control agreement will provide that the depositary bank will comply with instructions originated by the Administrative Agent directing dispositions of funds in the deposit account without further consent by the applicable Loan Party. Each securities account control agreement will provide that the securities intermediary will comply with entitlement orders originated by the Administrative Agent without further consent by the applicable 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 (other than a Segregated Government Deposit Accounta) shall receive any Medicare or Medicaid payments made by a federal or state governmental unit or an intermediary for a federal or state government unit. At any time following the occurrence of an Event of Default, each Guarantor shall, if requested by Default of the Agent, enter into one or more tri-party agreements (each such agreement being referred to herein as a “Tri-Party Agreement”) with the Agent and each applicable depository bank with respect to each Segregated Government Deposit Account, pursuant to which such Obligor shall agree to provide such instructions as the Agent shall from time to time request with respect to the applicable depository bank regarding the manner and frequency with which funds shall be transferred from such Segregated Government Deposit Account to another deposit account of such Obligor that is subject to a Control Agreement. No Obligor shall change any instruction type set forth in a Tri-Party Agreement without providing Sections 10.01(a), (b), (f), (g), (h), (i), or (j) has occurred or (b) the Agent with ten Notes and the Loans then outstanding have become due and payable in whole (10) days prior written notice and not merely in part), whether at the due date thereof, by acceleration or otherwise.” 2.9 Amendment to Article XII. Article XII is hereby amended by adding the following Section 12.18:

Control Agreements. (a) Each Obligor Debtor represents, covenants and warrants that such Debtor does not have or maintain any deposit accounts (other than Excluded Deposit Accounts) as the date hereof except as set forth in Schedule III-1 hereto. The Debtors shall promptly notify not, directly or indirectly, after the date hereof, establish or maintain any deposit account unless each of the following conditions is satisfied: (i) Agent shall have received not less than five (5) Business Days’ prior written notice of the intention of any securities Debtor to open or establish such account which notice shall specify in reasonable detail and specificity acceptable to Agent the name of the account, the owner of the account, the name and address of the bank at which such account is to be opened or established, the individual at such bank with whom such Debtor is dealing and the purpose of the account, (ii) the bank where such account is opened or maintained shall be acceptable to Agent, and (iii) in the case of any deposit account located in that is not an Excluded Deposit Account, on or before the United States opening of America that it maintains from time such deposit account, such Debtor shall deliver to time. Each Obligor shall enter into one or more securities account control agreements and deposit account control agreements in form and substance satisfactory to the Agent, acting reasonably, that provide the Agent with “control” under the UCC (each such agreement being referred to herein as a “Deposit Account Control Agreement”) Agreement with respect to each such securities account and deposit account of duly authorized, executed and delivered by such Obligor that Debtor and the bank at which such deposit account is not a Segregated Government Deposit Account opened and maintained. No later than forty-five (45) days after the date hereof (or a payroll account. Without such later time as the prior approval of the AgentAgent may agree in its sole discretion), no Obligor each Debtor shall open or maintain any securities account or cause each deposit account (other than Segregated Government Excluded Deposit Accounts and payroll accountsAccounts) that is not held or maintained by such Debtor on the date hereof to be subject to a Deposit Account Control Agreement duly executed by such Debtor and no securities account or the bank at which such deposit account is maintained and delivered to Agent. (other than a Segregated Government Deposit Accountb) shall receive All income earned or proceeds received by any Medicare Debtor and any direct or Medicaid payments made by a federal or state governmental unit or an intermediary for a federal or state government unit. At any time following indirect Domestic Subsidiary thereof during the occurrence term of an Event of Default, each Guarantor shall, if requested by the Agent, enter into one or more tri-party agreements (each such agreement being referred to herein as a “Tri-Party Agreement”) with the Agent and each applicable depository bank with respect to each Segregated Government Deposit Account, pursuant to which such Obligor shall agree to provide such instructions as the Agent shall from time to time request with respect to the applicable depository bank regarding the manner and frequency with which funds this Agreement shall be transferred from deposited promptly upon (and in any event within one Business Day of) receipt thereof by such Segregated Government Deposit Account to another Debtor in a deposit account of such Obligor that is subject to a fully executed Deposit Account Control Agreement, except for such income earned or proceeds permitted to be deposited in an Excluded Deposit Account or the Frost Bank Excluded Account in accordance with this Agreement . No Obligor Each Debtor shall change take all steps to ensure that all of its account debtors forward all items of payment to a deposit account that is subject to a fully executed Deposit Account Control Agreement, and in no event shall any instruction set forth in Debtor direct any account debtor to forward any item of payment to any account other than a Tri-Party Agreement without providing the Agent with ten (10) days prior written notice thereof.deposit account that is 168776.01000/150917043v.5

Control Agreements. (a) Each Obligor Debtor represents, covenants and warrants that such Debtor does not have or maintain any deposit accounts (other than Excluded Deposit Accounts) as the date hereof except as set forth in Schedule III-1 hereto. The Debtors shall promptly notify not, directly or indirectly, after the date hereof, establish or maintain any deposit account unless each of the following conditions is satisfied: (i) Agent shall have received not less than five (5) Business Days’ prior written notice of the intention of any securities Debtor to open or establish such account which notice shall specify in reasonable detail and specificity acceptable to Agent the name of the account, the owner of the account, the name and address of the bank at which such account is to be opened or established, the individual at such bank with whom such Debtor is dealing and the purpose of the account, (ii) the bank where such account is opened or maintained shall be acceptable to Agent, and (iii) in the case of any deposit account located in that is not an Excluded Deposit Account, on or before the United States opening of America that it maintains from time such deposit account, such Debtor shall deliver to time. Each Obligor shall enter into one or more securities account control agreements and deposit account control agreements in form and substance satisfactory to the Agent, acting reasonably, that provide the Agent with “control” under the UCC (each such agreement being referred to herein as a “Deposit Account Control Agreement”) Agreement with respect to each such securities account and deposit account of duly authorized, executed and delivered by such Obligor that Debtor and the bank at which such deposit account is not a Segregated Government Deposit Account opened and maintained. No later than forty-five (45) days after the date hereof (or a payroll account. Without such later time as the prior approval of the AgentAgent may agree in its sole discretion), no Obligor each Debtor shall open or maintain any securities account or cause each deposit account (other than Segregated Government Excluded Deposit Accounts and payroll accountsAccounts) that is not held or maintained by such Debtor on the date hereof to be subject to a Deposit Account Control Agreement duly executed by such Debtor and no securities account or the bank at which such deposit account is maintained and delivered to Agent. (other than a Segregated Government Deposit Accountb) shall receive All income earned or proceeds received by any Medicare Debtor and any direct or Medicaid payments made by a federal or state governmental unit or an intermediary for a federal or state government unit. At any time following indirect Domestic Subsidiary thereof during the occurrence term of an Event of Default, each Guarantor shall, if requested by the Agent, enter into one or more tri-party agreements (each such agreement being referred to herein as a “Tri-Party Agreement”) with the Agent and each applicable depository bank with respect to each Segregated Government Deposit Account, pursuant to which such Obligor shall agree to provide such instructions as the Agent shall from time to time request with respect to the applicable depository bank regarding the manner and frequency with which funds this Agreement shall be transferred from deposited promptly upon (and in any event within one Business Day of) receipt thereof by such Segregated Government Deposit Account to another Debtor in a deposit account of such Obligor that is subject to a fully executed Deposit Account Control Agreement, except for such income earned or proceeds permitted to be deposited in an Excluded Deposit Account or the Frost Bank Excluded Account in accordance with this Agreement . Each Debtor shall take all steps to ensure that all of its account debtors forward all items of payment to a deposit account that is subject to a fully executed Deposit Account Control Agreement, and in no event shall any Debtor direct any account debtor to forward any item of payment to any account other than a deposit account that is subject to a fully executed Deposit Account Control Agreement. No Obligor shall change As used herein, the term “Excluded Deposit Account” means any instruction deposit account established and used exclusively for payroll, payroll taxes and similar employment taxes or other employee wage and benefit payments in the ordinary course of business to or for the benefit of any Debtor’s employees and identified to Agent as being an Excluded Deposit Account. Each Debtor represents and warrants that as of the date hereof, all of the Excluded Deposit Accounts maintained by any Debtor are as set forth on Schedule III-2 hereto. Each Debtor covenants and agrees that during the term of this Agreement (i) each Excluded Deposit Account shall at all times be used exclusively for payroll, payroll taxes and similar employment taxes or other employee wage and benefit payments in the ordinary course of business to or for the benefit of any Debtor’s employees, and (ii) such Debtor will not make or cause any of its direct or indirect subsidiaries to make any deposits in any Excluded Deposit Account other than those necessary to fund payroll, payroll taxes and similar employment taxes or other employee wage and benefit payments in the ordinary course of business to or for the benefit of any Debtor’s employees. As used herein, the term “Frost Bank Excluded Account” means the deposit account maintained by Nauticus Sub with Frost Bank (Acct No. 00001007) with a Tri-Party CD securing obligations under corporate credit cards and listed in Schedule III-3 hereto. Each Debtor covenants and agrees that during the term of this Agreement without providing the Agent with ten (10) days prior written notice thereofaggregate amount of deposits contained in the Frost Bank Excluded Account shall not exceed $750,000 at any time.

Control Agreements. Each Obligor shall promptly notify With respect to any Mortgage Asset or collateral for a Mortgage Asset that is an uncertificated security (as defined in the Agent of any UCC), securities entitlement (as defined in the UCC) or is held in a securities account or deposit account located (as defined in the United States of America that it maintains from time to time. Each Obligor UCC), the Borrower shall enter into one or more securities account control agreements and deposit account control agreements in form and substance satisfactory provide to the AgentAdministrative Agent a control agreement, acting reasonably, that provide which shall be acceptable to the Administrative Agent with “control” in its discretion and shall be delivered to the Custodian under the UCC Custodial Agreement, executed by the issuer of the Mortgage Asset or the collateral for the Mortgage Asset or the related securities intermediary (each such agreement being referred to herein as a “Control Agreement”defined in the UCC), as applicable, granting control (as defined in the UCC) with respect to each such securities account and deposit account of such Obligor that is not a Segregated Government Deposit Account Mortgage Asset or a payroll account. Without collateral for such Mortgage Asset to the prior approval of the AgentAdministrative Agent and providing that, no Obligor shall open or maintain any securities account or deposit account (other than Segregated Government Deposit Accounts and payroll accounts) that is not subject to a Control Agreement and no securities account or deposit account (other than a Segregated Government Deposit Account) shall receive any Medicare or Medicaid payments made by a federal or state governmental unit or an intermediary for a federal or state government unit. At any time following the occurrence of after an Event of Default, each Guarantor shallthe Administrative agent shall be entitled to notify the issuer or securities intermediary, if requested 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). 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 AgentAdministrative Agent as agent for the Lenders and executed copies of any transfer documents to be completed by the applicable Borrower, enter into one or more tri-party agreements in either case in blank, but in form sufficient to 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 Borrowers to the Administrative Agent as agent for the Lenders shall be effected by physical delivery to the Custodian of the Mortgage Assets (each such agreement being referred to herein as duly endorsed by the applicable Borrower, in blank), together with a “Tri-Party Agreement”) with stock power executed by the Agent and each applicable depository bank with Borrower, in blank. With respect to each Segregated Government Deposit AccountMortgage Assets that shall be delivered through the DTC or the National Book Entry System of the Federal Reserve or any similar firm or agency, pursuant as applicable, in book-entry form and credited to which or otherwise held in an account, the Borrowers shall take such Obligor shall agree actions necessary to provide such instructions as the Agent shall from time to time request with respect instruction to the applicable depository bank regarding relevant financial institution, clearing corporation, securities intermediary or other entity to effect and perfect a legally valid delivery of the manner and frequency with which funds relevant interest granted herein to the Administrative Agent as agent for the Lenders hereunder to be held in the Securities Account. Mortgage Assets delivered in book-entry form shall be transferred from such Segregated Government Deposit Account to another deposit account under the custody of such Obligor that is subject to a Control Agreement. No Obligor shall change any instruction set forth and held in a Tri-Party Agreement without providing the name of the Administrative Agent with ten (10) days prior written notice thereofas agent for the Lenders in the Securities Account.

Control Agreements. Each If any Obligor opens any Deposit Account or Securities Account (other than an Excluded Account) with any bank or securities intermediary, as applicable, or if any Deposit Account or Securities Account ceases to be an Excluded Account, such Obligor shall promptly notify deliver to the Collateral Agent of any securities account or deposit account located in the United States of America that it maintains from time to time. Each Obligor shall enter into one or more securities account control agreements and deposit account control agreements in form respect of such Deposit Account or Securities Account and substance satisfactory shall supplement Schedule 4 to add such Deposit Account or Securities Account; provided, that any account or accounts in which the aggregate value of deposits therein or other property therein or credited thereto, together with all other such accounts under this proviso does not at any time exceed, for a period of three (3) consecutive Business Days, $500,000 shall not be subject to the Agentforegoing requirements; provided, acting reasonablyfurther that, that provide for the Agent with “control” under the UCC (each such agreement being referred to herein as a “Control Agreement”) with respect to each such securities account and deposit account avoidance of such Obligor doubt, any Cash or other financial asset that is not a Segregated Government Delivered 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 Debt Documents; provided, however, that if (a) the transfer of such assets is to a payroll account. Without Deposit Account or Securities Account maintained with a Person other than the prior approval of the Collateral Agent, no Obligor shall open (b) such assets are maintained in such Deposit Account or maintain any securities account Securities Account by an Obligor, (c) such Deposit Account or deposit account (other than Segregated Government Deposit Accounts and payroll accounts) that Securities Account is not subject to a Control Agreement control agreement in favor of the Collateral Agent, (d) such Deposit Account or Securities Account is not an Excluded Account, and no (e) 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 $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 account intermediary executes a control agreement in favor of the Collateral Agent with respect to such Deposit Account or deposit account Securities Account. The Obligors shall provide written notice to the Collateral Agent in the event that the aggregate value of all assets held in such Deposit Accounts or Securities Accounts (other than a Segregated Government Deposit Account) shall receive any Medicare Accounts or Medicaid payments made by a federal or state governmental unit or an intermediary for a federal or state government unit. At any time following the occurrence of an Event of Default, each Guarantor shall, if requested by the Agent, enter into one or more tri-party agreements (each such agreement being referred to herein as a “Tri-Party Agreement”) Securities Accounts maintained with the Collateral Agent and each applicable depository bank with respect to each Segregated Government Deposit Account, pursuant to or which such Obligor shall agree to provide such instructions as the Agent shall from time to time request with respect to the applicable depository bank regarding the manner and frequency with which funds shall be transferred from such Segregated Government Deposit Account to another deposit account of such Obligor that is are subject to a Control Agreement. No Obligor shall change any instruction set forth Agreement in a Tri-Party Agreement without providing favor of the Agent with ten (10Collateral Agent) days prior written notice thereofexceeds $500,000 in the aggregate.

Control Agreements. Each Obligor shall promptly notify For each Deposit Account or Securities Account that the Agent Borrower or any Credit Party maintains as of any securities the Effective Date (other than Excluded Accounts) the Borrower and other Credit Party will, by no later than 30 days after the Effective Date (or such longer period agreed to by the Administrative Agent), either (a) cause such account or to be subject to a deposit account located in the United States of America that it maintains from time to time. Each Obligor shall enter into one control agreement or more securities account control agreements and deposit account control agreements agreement, as applicable, in form and substance satisfactory to the AgentAdministrative Agent naming the Administrative Agent as the secured party thereunder for the benefit of the Lenders, acting reasonably, that provide the Agent with “control” under the UCC or (each b) close such agreement being referred to herein as a “Control Agreement”) with respect to each such securities account and transfer any funds therein to an account that otherwise meets the requirements of this Section 9.17. From and after the Effective Date, neither the Borrower nor any other Credit Party shall deposit account of such Obligor that is not a Segregated Government any funds or securities or other assets into any Deposit Account or a payroll account. Without the prior approval of the Agent, no Obligor shall open or maintain any securities account or deposit account Securities Account (other than Segregated Government Deposit Accounts and payroll accountsExcluded Accounts) that is not subject to a Control Agreement and no securities account or deposit account (other than a Segregated Government Deposit Account) shall receive any Medicare or Medicaid payments made by a federal or state governmental unit or an intermediary for a federal or state government unit. At any time following the occurrence of an Event of Default, each Guarantor shall, if requested by the Agent, enter into one or more tri-party agreements (each unless such agreement being referred to herein as a “Tri-Party Agreement”) with the Agent and each applicable depository bank with respect to each Segregated Government Deposit Account, pursuant to which such Obligor shall agree to provide such instructions as the Agent shall from time to time request with respect to the applicable depository bank regarding the manner and frequency with which funds shall be transferred from such Segregated Government Deposit Account to another deposit account of such Obligor that or Securities Account is subject to a Control Agreement. No Obligor deposit account control agreement or securities account control agreement, as applicable, in form and substance satisfactory to the Administrative Agent and naming the Administrative Agent as the secured party thereunder for the benefit of the Lenders; provided that, the Borrower shall change any instruction set forth in a Tri-Party Agreement without providing the Agent with ten have thirty (1030) days prior written notice (or such longer period as Administrative Agent may determine in its sole discretion) following the Amendment No. 1 Effective Date to execute any such account control agreement establishing a perfected Lien on such accounts. Each deposit control agreement will provide that the depositary bank will comply with instructions originated by the Administrative Agent directing dispositions of funds in the Deposit Account without further consent by the applicable Credit Party. Each securities account control agreement will provide that the securities intermediary will comply with entitlement orders originated by the Administrative Agent without further consent by the applicable Credit Party. The Administrative Agent agrees that it will 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 has occurred or (b) the Notes and the Loans then outstanding have become due and payable in whole (and not merely in part), whether at the due date thereof, by acceleration or otherwise.