Corporate Capital Trust 8-K


Exhibit 10.1








 


CONTROL AGREEMENT 


 


Control Agreement dated
as of July 22, 2013 (this “Agreement”), by and among The Bank of Nova Scotia (“Party A”),
Halifax Funding LLC (“Party B”), and State Street Bank and Trust Company (the “Custodian”).


 


WHEREAS, pursuant
to a custodian contract between the Custodian and Party B (as amended and in effect from time to time, the “Custodian
Agreement”), the Custodian acts as custodian for Party B’s assets and maintains a custodial account for Party B;
and


 


WHEREAS, pursuant
to the terms of an ISDA Master Agreement and Credit Support Annex between Party A and Party B initially dated as of November 15,
2012 (including all schedules thereto and confirmations of transactions thereunder and as amended and in effect from time to time,
the “Master Agreement”), Party B will from time to time grant to Party A a security interest in certain assets
in the custodial account to secure Party B’s obligations to Party A under the Master Agreement; and


 


WHEREAS, Party A,
Party B and the Custodian are entering into this Agreement to provide for the perfection of the security interest by control;


 


NOW, THEREFORE,
the parties hereto hereby agree as follows:


 


1.Definitions
and Interpretation.


 


(a)Terms defined
in the Uniform Commercial Code of the Commonwealth of Massachusetts (the “UCC”) have the same meaning in this
Agreement as in the UCC. The term “instruction”, as used in this Agreement, includes an instruction under section 9-104(a)(2)
of the UCC.


 


(b)The term “Notice
of Exclusive Control” is defined in Section 3(c). For purposes of Sections 2(d) and 3(c), a reasonable time for the Custodian
to act on a Notice of Exclusive Control may not extend beyond (i) if the Notice of Exclusive Control is received by the Custodian
on or before 12 noon on the Custodian’s local time of a banking day, the end of the next banking day following the banking
day of receipt or (ii) if the Notice of Exclusive Control is received by the Custodian after 12 noon on the Custodian’s local
time of a banking day, the end of the second banking day following the banking day of receipt.


 


2.Collateral Accounts.


 


(a)Party B will from
time to time instruct the Custodian, by any of the means mutually agreed to between Party B and the Custodian, to segregate certain
U.S. cash and U.S. dollar-denominated certificated and negotiable certificates of deposit (each, a “Certificate of Deposit”),
to the extent in each case acceptable to all parties hereto and in which Party B has granted a security interest to Party A (after
giving effect to the segregation, the “Collateral”).


 


(b)Collateral other
than cash Collateral will be identified and segregated on the Custodian’s books and records under the name of Party B as
the entitlement holder for the benefit of Party A. The identification and segregation of the non-cash Collateral are herein referred
to as the “Securities Account”.


 


(c)The
Custodian will satisfy the requirement to segregate cash Collateral by identifying and crediting the cash Collateral to a separate
deposit account (the “Deposit Account” and, together with the Securities Account, the “Collateral Accounts”)
under the name of Party B as the Custodian’s customer for the benefit of Party A.


 



    	 



    	 



    




(d)The Custodian
will credit to the Deposit Account all interest, dividends and other income received by the Custodian on the Collateral, which
interest, dividends and other income, when so credited, shall constitute Collateral for all purposes hereof.


 


3.Control of the
Collateral Accounts.


 


(a)
The Custodian will not comply with instructions or entitlement orders concerning the Collateral originated solely by Party
B, except as provided in Section 2(a).


 


(b)Except
as provided in Section 2(a) and subject to Section 3(c) and 3(d), the Custodian will take actions with respect to the Collateral
Accounts only upon written instructions and entitlement orders jointly executed and delivered by Party A and Party B except that,
if at any time a Net Shortfall is payable by Party B to Party A or a Net Surplus is payable by Party A to Party B (in either case
pursuant to the terms of the Master Confirmation), Party A may, by notice to the Custodian and Party B, instruct the Custodian
to release to Party A or Party B (as applicable) such amount of the Collateral as is specified in Party A’s notice. Party
A agrees with Party B that each such notice shall direct the release of only that portion of the Collateral that has an aggregate
Value equal to the applicable Net Shortfall or Net Surplus. For purposes hereof, “Net Shortfall”,
“Net Surplus” and “Value”
shall have the respective meanings as are ascribed to such terms in the Total Return Swap Transaction Master Confirmation, dated
November 15, 2012, entered into between Party A and Party B. Party A and Party B will provide the Custodian, in the form of Exhibit
A (as it may be amended from time to time), the names and signatures of their respective authorized parties who may give notices,
instructions or entitlement orders concerning the Collateral Accounts. Methods of notice, instruction or entitlement order other
than as specified pursuant to the preceding sentence may be used if Party A, Party B and the Custodian agree to appropriate security
procedures. For the avoidance of doubt, Custodian shall have no duty to determine if a
Net Shortfall or Net Surplus exists and shall have no responsibility for determining Value as used in this agreement. 


 


(c)Upon receipt by
the Custodian from Party A of a notice in the form of Exhibit B (a “Notice of Exclusive Control”)
and following a reasonable time for the Custodian to act thereon (as prescribed in Section 1(b) above), and, thereafter until the
Custodian’s receipt of a Revocation of Exclusive Control (as defined below), the Custodian shall comply with instructions
or entitlement orders originated solely by Party A with respect to the Collateral Accounts, without any further consent of Party
B.


 


(d)If a Notice of Exclusive
Control is delivered by Party A to the Custodian, and subsequently, pursuant to the Master Agreement or otherwise, Party A becomes
no longer entitled to give notices, instructions or entitlement orders concerning the Collateral Accounts at the exclusion of Party
B, then Party A agrees promptly to send a notice to the Custodian directing the Custodian to comply with instructions or entitlement
orders and other directions concerning the Collateral Accounts originated jointly by Party A and Party B as contemplated by Section
3(b) (a “Revocation of Exclusive Control”). Party A agrees with Party B (without limiting anything in Section
5) that Party A shall not issue a Notice of Exclusive Control (or its equivalent) with respect to any Collateral Account unless
an Event of Default or Termination Event (as defined in the Master Agreement) has occurred and is continuing at the time such Notice
of Exclusive Control (or its equivalent) is issued.


 


4.Additional Assurances
and Duties of the Custodian.


 


(a)The Custodian
confirms that the Securities Account is, and will remain, a securities account and that the Deposit Account is, and will remain,
a deposit account. The Custodian will act as a securities intermediary with respect to the Securities Account and a bank with respect
to the Deposit Account. As a consequence of the Custodian Agreement being governed by the laws of the Commonwealth of Massachusetts,
the Commonwealth of Massachusetts is the jurisdiction of the Custodian as securities intermediary and bank for purposes of the
UCC. 






    	2



    	 



    

 


(b)Each
of the parties hereto agree that all Certificates of Deposit credited to the Securities Account shall be treated as financial assets
as contemplated by Article 8 of the UCC. The Custodian will not treat as a financial asset any cash or cash balance in the Securities
Account. Any financial assets credited to the Collateral Accounts shall be registered in the name of
the Custodian, its subcustodian or their respective nominees, indorsed to the Custodian, its subcustodian or their respective nominees
or in blank or credited to another securities account maintained in the name of the Custodian, and in no case will any financial
asset credited to the Collateral Accounts be registered in the name of Party B, payable to the order of Party B or specially indorsed
to Party B except to the extent that the foregoing have been specially indorsed to the Custodian or in blank. 
If for any reason any Certificate of Deposit is not capable of being treated as a financial
asset for all purposes of Article 8 of the UCC, each of the parties hereto agree that the purpose of this Agreement is to grant
to Party A constructive possession of such Certificate of Deposit pursuant to section 9-313 of the UCC and, for purposes of giving
effect thereto, the Custodian hereby acknowledges that it holds, and will hold, possession of each such Certificate of Deposit
credited to the Collateral Accounts as bailee exclusively for the benefit of Party A subject to the terms of this Agreement including,
without limitation, all exculpations, indemnities and other benefits accorded to the Custodian under this Agreement when acting
as securities intermediary, bailee or bank.


 


(c)The
Custodian confirms that (1) it has not entered into and will not enter into any agreement (other than the Custodian Agreement)
with any other person or entity under which the Custodian has agreed to (x) comply with instructions or entitlement orders of such
other person or entity relating to the Collateral or the Collateral Accounts, or (y) hold possession of any Collateral for the
benefit of such other person or entity, (2) except for the claims and interest of Custodian, Party A
and Party B in the Collateral Accounts, the Custodian does not know of any claim to, or interest in, the Collateral Accounts or
in any cash or other financial asset credited thereto, (3) apart from the Custodian Agreement there are no other agreements entered
into between the Custodian and Party B with respect to the Collateral Accounts that enable Party B to deal with assets in the Collateral
Accounts, and (4) the Custodian has not entered into, and until the termination of this Agreement will not enter into, any agreement
with Party B purporting to limit or condition the obligation of the Custodian to comply with the terms of this Agreement. If any
person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution
or similar process) against either the Collateral Accounts or in any cash, financial assets or other assets credited thereto, the
Custodian will promptly notify Party A, provided, however, that the Custodian’s failure to do so shall not give rise to any
liability hereunder. 


 


(d)Upon any pledge,
release, or substitution of Collateral in the Collateral Accounts, the Custodian will notify Party A within one business day of
such change. The Custodian will provide to Party A a copy of a statement of the Collateral Accounts within five (5) business days
of the end of the calendar month and upon reasonable request from time to time; provided, however, that the Custodian’s failure
to forward a copy of such statement to Party A will not give rise to any liability hereunder.


 


5.Exculpation
of the Custodian.


 


(a)The Custodian
will have no responsibility or liability for (i) determining the adequacy of the Collateral, (ii) making or verifying any calculations
related to any Collateral requirements, (iii) the effect of foreign law with respect to any Collateral issued, or for which the
issuer's jurisdiction is, outside of the United States or that is maintained with a foreign clearing corporation or a foreign depositary
bank, (iv) the effect of foreign law with respect to any insolvency proceeding of Party B in which the insolvency tribunal is located
outside of the United States or (v) otherwise the creation, attachment, perfection or priority of any security interest in favor
of Party A or the adequacy of the remedies of Party A to enforce any security interest.


 



    	3



    	 



    




(b)The Custodian
will have no responsibility or liability (i) to Party A for complying with instructions and entitlement orders under Section 2(a)
originated by Party B, (ii) to Party B for complying with a Notice of Exclusive Control or with instructions or entitlement orders
under Section 3(c) originated by Party A, or (iii) to Party A for complying with a Notice of Exclusive Control or with instructions
or entitlement orders under Section 3(c) originated by Party A.


(c)The Custodian will have
no duty to investigate or make any determination to verify (i) the existence of a default or termination event under the Master
Agreement or otherwise, (ii) compliance by either Party A or Party B with the Master Agreement or applicable law or (iii) Party
A’s right to issue a Notice of Exclusive Control or originate instructions or entitlement orders under Section 3(c).


(d)The Custodian will have
no responsibility or liability with respect to the Collateral Accounts except to the extent expressly set forth in this Agreement
including, without limitation, with respect to any duty to preserve, exercise or enforce rights in the Collateral or the Collateral
Accounts. The Custodian will not be liable or responsible for any action done or omitted to be done by it in good faith and in
the absence of gross negligence or willful misconduct and may rely and shall be protected in acting upon any notice, instruction,
entitlement order or other communication which it reasonably believes to be genuine and authorized.


 


(e)The Custodian
will not be liable for delays, errors or losses occurring by reason of circumstances beyond its control, including, without limitation,
acts of God, market disorder, terrorism, insurrection, war, riots, failure of transportation or equipment, or failure of vendors,
communication or power supply.


 


(f)The Custodian will have no responsibility
or liability to Party A or Party B or to any other person or entity for acting in accordance with any judicial or arbitral process,
injunction or other order, writ, judgment, decree or claim of judicial lien relating to the Collateral Accounts, even if subsequently
modified, vacated or otherwise determined to have been without legal force or effect.


 


(g)In no event will the Custodian be
liable to any Party A, Party B or any other person for indirect, consequential or special damages, even if the Custodian has been
advised of the possibility or likelihood of such damages.


 


6.Indemnification in Favor of the Custodian.


 


(a)Party B will indemnify and hold
the Custodian harmless with regard to any losses or liabilities of the Custodian (including reasonable attorneys’ fees) imposed
on or incurred by the Custodian arising out of any action or omission of the Custodian in accordance with any notice, instruction,
or entitlement order under this Agreement.


 


(b)Party A will indemnify and hold
the Custodian harmless with regard to any losses or liabilities of the Custodian (including reasonable attorneys’ fees) imposed
on or incurred by the Custodian to the extent caused by (i) any action or omission of the Custodian in accordance with any notice,
instruction, or entitlement order under this Agreement originated by Party A or (ii) the reversal of any provisional credit to
either Collateral Account occurring following the Custodian’s receipt of a Notice of Exclusive Control.


 


7.The Custodian’s Compensation
and Reimbursement Rights; Security Interest.


 


(a)Party
B will pay and reimburse the Custodian for any reasonable advances, fees, costs, expenses (including, without limitation, reasonable
attorneys’ fees and costs) and disbursements actually paid or incurred by the Custodian in connection with this Agreement.
Any fees, expenses or other amounts that may be owing to the Custodian from time to time pursuant to the terms of this Agreement
or the Custodian Agreement shall be secured by any security interest that the Custodian may have been granted under the Custodian
Agreement or applicable law. Upon a default by Party B in making payment or reimbursement, the Custodian shall be entitled to exercise
its rights and remedies as a secured party and under applicable law against the Collateral and Collateral Accounts, in accordance
with the terms of the Custodian Agreement and applicable law. The Custodian agrees that if it extends
credit to Party B other than in the form of overdrafts or advances used to acquire the Collateral credited to the Collateral Accounts
or fees or expenses pertaining to the maintenance of the Collateral Accounts, any lien on the Collateral securing such credit shall
be subordinated to the lien of Party A with respect to the Collateral unless otherwise agreed by Party A in writing. 


 



    	4



    	 



    




(b)The
Custodian will not be obligated to advance cash or investments to, for or on behalf of Party B in the Collateral Accounts. However,
if the Custodian does advance cash or investments to the Collateral Accounts for any purpose, Party B’s obligations to reimburse
or repay the Custodian under Section 7(a) shall be secured by the security interest referred to in Section 7(a).


 


(c) Except
as provided in this Section 7, none of the cash, financial assets or other items held in or credited to the Collateral Accounts
or any security entitlement in respect thereof will be subject to deduction, set-off, banker’s lien or any other right in
favor of any person other than Party B.


 


8.Relationship to Custodian Agreement.



 


(a)If a provision of this Agreement
in favor of Party A conflicts with a provision of the Custodian Agreement, the provision of this Agreement shall control. However,
this Agreement does not confer on Party A (i) any third-party rights under the Custodian Agreement or (ii) any greater rights in
respect of the Collateral than would be available to Party B under the Custodian Agreement in the absence of this Agreement.


 


(b)If a provision of this Agreement
in favor of the Custodian provides a greater right to the Custodian against Party B or subjects the Custodian to a lesser liability
to Party B than under the Custodian Agreement, the provision of this Agreement shall control.


 


(c)Except as provided in Section 8(a)
or (b), this Agreement does not modify the terms of the Custodian Agreement, and the Custodian shall be and remain entitled to
all of the exculpations, indemnities and other benefits in its favor under the Custodian Agreement, including those with respect
to the Custodian’s actions and omissions under this Agreement. Instructions and entitlement orders originated by any party
under this Agreement will constitute “Proper Instructions” under and as defined in the Custodian Agreement.


 


9.Notices.
Any notice, instruction, entitlement order or other communication required to be given hereunder will be in writing and may be
sent by hand, or by facsimile transmission, or overnight delivery by any recognized delivery service, prepaid or, for termination
of this Agreement only, by certified or registered mail, and addressed as follows, or to such other address as any party may hereafter
notify the other parties in writing:


 


If to Party A, then: 


 


The Bank of Nova Scotia


GWS – Collateral Management


720 King St. West, 4th Floor, Toronto, Ontario


Attention: Senior Manager – Global Wholesale
Services


Telephone.: 416-866-4587


Facsimile: 416-866-6865






    	5



    	 



    

 





If to Party B, then:


 


Halifax Funding LLC


CNL Fund Advisors Company


450 South Orange Avenue


Orlando, FL. 32801


Attention: Paul Saint-Pierre, Chief Financial Officer


Telephone: (866) 745-3797


Facsimile: (407) 540-7653


 


If to the Custodian, then:


 


State Street Bank and Trust Company

200 Clarendon Street


Boston, MA.  02116

Attention: Gregory V. Nikiforow, Vice President 


Telephone: (617) 662-9085 


Facsimile: (617) 937-6033 


 





10.Termination.


 


(a)This Agreement may be terminated
by (i) Party B with the prior written consent of Party A, or (ii) Party A with the prior written consent of Party B. The Custodian
may terminate this Agreement upon sixty (60) days’ prior written notice to the other parties. Upon termination of this Agreement,
if obligations of Party B to Party A under the Master Agreement still exist, any Collateral in the Collateral Accounts will, subject
to any reserves reasonably established by the Custodian to secure any liabilities secured by any security interest or right of
recoupment or setoff in favor of the Custodian, be transferred to a successor custodian designated jointly in writing by Party
A and Party B. If no joint designation is made on or before the last day of such 60-day period, the Custodian, Party A or Party
B may petition a court of competent jurisdiction for the appointment of a successor Custodian.


 


(b) Upon termination
of this Agreement, if no obligations of Party B to Party A under the Master Agreement exist, Party A will have no further right
to originate instructions or entitlement orders concerning the Collateral or the Collateral Accounts, and the rights of Party B
concerning the Collateral and the Collateral Accounts shall be governed by the Custodian Agreement.


 


(c)Termination will
not affect any rights created or obligations incurred under this Agreement prior to termination. This Section and Sections 5, 6,
7, 11 and 12 will survive the termination of this Agreement.


 


11.Limited Recourse
to Party B. This Agreement is being executed on behalf of Party B by an authorized trustee or officer of Party B acting in
such capacity and not individually. Any recourse of the Custodian or Party A for the obligations of Party B under this Agreement
are limited to the assets and property of Party B.


 


12.Successors
and Assigns. This Agreement will be binding upon the parties and their respective successors and assigns. The Custodian
may transfer its rights and duties under this Agreement to any


successor to the Custodian
under the Custodian Agreement. Otherwise, this Agreement may not be assigned without the written consent of all parties.


 



    	6



    	 



    




13.Governing Law; Jury Trial
Waiver; Waiver of Immunity. This Agreement is governed by the laws of the Commonwealth of Massachusetts, without giving effect
to any conflict of laws rules. To the extent permitted by law, each party waives any right to trial by jury in any legal
proceeding arising out of or relating to this Agreement. If in any jurisdiction Party A or Party B may now or hereafter be entitled
to claim, for itself or its assets, immunity from suit, attachment (before or after judgment) or other legal process, the party
irrevocably agrees not to claim, and hereby waives, such immunity.


 


14.Miscellaneous.
No amendment or modification of this Agreement will be effective unless it is in writing and signed by each of the parties hereto.
If any provision of this Agreement is held illegal, void or unenforceable, the remainder of this Agreement will remain in effect.
Any headings appearing on this Agreement are for convenience only and do not affect the interpretation of this Agreement. This
Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken
together shall constitute one and the same Agreement. Counterparts may be executed in either original or electronically transmitted
form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received
via electronically transmitted form. This Agreement supersedes and terminates, as of the date hereof, all prior Control Agreements,
or similar agreements, among Party A, Party B and Custodian relating to the Master Agreement or any predecessor ISDA master agreement.


 


15. No
Implied Waivers; Remedies Not Exclusive. No failure by Party A to exercise, and no delay in exercising and no course of dealing
with respect to, any right or remedy under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise
by Party A of any right or remedy under this Agreement preclude any other or further exercise thereof or the exercise of any other
right or remedy. The rights and remedies specified this Agreement are cumulative and are not exclusive of any other rights or remedies
provided by law.


 


16. Representations
and Warranties.


 


(a)Party B
hereby represents and warrants to Party A and the Custodian as follows:


		(i)	Party B has been duly formed and is validly existing and in good standing under the laws of its
jurisdiction of incorporation/formation and has the full power and authority to execute, deliver and perform this Agreement and
all obligations required hereunder and has taken all necessary action to authorize this Agreement on the terms and conditions hereof,
the execution, delivery and performance of this Agreement and the performances of all obligations imposed upon it hereunder. No
consent of any other person including, without limitation, shareholders and creditors of Party B, and no license, permit, approval
or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority
is required by Party B in connection with this Agreement or the execution, delivery, performance, validity or enforceability of
this Agreement and the obligations imposed upon it hereunder. This Agreement constitutes, and each instrument or document required
hereunder, when executed and delivered by Party B and all other parties hereunder, will constitute, the legally valid and binding
obligations of Party B enforceable against Party B in accordance with their terms subject, as to enforcement, (a) to the effect
of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply
in the event of any bankruptcy, receivership, insolvency or similar event applicable to Party B and (b) to general equitable principles
(whether enforceability of such principles is considered in a proceeding at law or in equity).



		(ii)	The execution, delivery and performance of this Agreement and the documents and instruments required
hereunder will not violate any provision of any existing law or regulation binding on Party B, or any order, judgment, award or
decree of any court, arbitrator or governmental authority binding on Party B, or the governing instruments of, or any securities
issued by, Party B or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which Party
B is a party or by which Party B or any of its assets may be bound and will not result in, or require, the creation or imposition
of any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract
or other agreement, instrument or undertaking.







    	7



    	 



    

 


(b)The Custodian hereby
represents and warrants to Party A and Party B as follows:


 


		(i)	The Custodian is duly organized and validly existing under the laws
of the jurisdiction of its organization or incorporation and has the power to execute, deliver and perform this Agreement and has
taken all necessary entity action to authorize such execution, delivery and performance.






		(ii)	The execution delivery and performance of this Agreement and the
documents and instruments required hereunder will not violate any provision of any existing law or regulation binding on Custodian,
or any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to
Custodian or any contractual restriction binding on or affecting Custodian. 



 


		(iii)	The Custodian is qualified to act as a custodian under Section 17(f)
of the Investment Company Act of 1940, as amended.



 


(c)Party A hereby represents
and warrants to Party B and the Custodian as follows:


 


		(ii)	Party A is duly organized and validly existing under the laws of
the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing, and has the power to
execute, deliver and perform this Agreement and has taken all necessary entity action to authorize such execution, delivery and
performance.



		(iii)	The execution delivery and performance of this Agreement and the
documents and instruments required hereunder will not violate any provision of any existing law or regulation binding on Party
A, or any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable
to Party A or any contractual restriction binding on or affecting Party A.



 


[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


 




    	8



    	 



    

 


 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be executed by their respective officers or duly authorized representatives as of the
date first above written.


 





	HALIFAX
    FUNDING LLC	 
	 	 
	By:	Corporate Capital Trust, Inc., its Designated Manager
	 	 	 
	 	 	 
	By:	/s/ Paul S. Saint-Pierre	
	Name:	Paul
S. Saint-Pierre	 
	Title:	Chief
    Financial Officer 	 




 


 








	THE BANK OF NOVA SCOTIA
			 
	 	 	 
	By:		/s/
    Ronny Sirizzott
	Name:	 	
    Ronny Sirizzott
	Title:	 	Director




 


 



 











	STATE STREET BANK AND TRUST COMPANY
		 	 
	 	 	 
	By:		/s/
    Michael F. Rogers
	Name:	 	 Michael
    F. Rogers 
	Title:	 	Executive
    Vice President




 



 




    	9



    	 



    

Exhibit A


 


To


 


Control
Agreement among HALIFAX FUNDING LLC,


THE BANK
OF NOVA scotia, 


and State
Street Bank and Trust Company 


Dated
as of July 22, 2013


 


 


AUTHORIZED
PERSONS FOR [PARTY A]


 


State Street Bank and Trust
Company is directed to accept and act upon written instructions or entitlement orders received from any one of the following persons
at The Bank of Nova Scotia:


 


 


 


	
        Name

         
	Telephone/Facsimile	Signature
	1.	
        1. Telephone

        Facsimile
	1.  _____________________
	2.	
        2. Telephone

        Facsimile
	2.  _____________________
	3.	
        3. Telephone

        Facsimile
	3.  _____________________
	4.	
        4. Telephone

        Facsimile
	4.  _____________________
	5.	
        5. Telephone

        Facsimile
	5.  ______________________


 


 






 











	STATE STREET BANK AND TRUST COMPANY	 
			 
	Authorized By:	 	 
		as authorized agent of The Bank of Nova Scotia
	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:		 
	 	 	 
	Date:	 	 




 











    	10



    	 



    

 


Exhibit
B


 


 


[Letterhead
of The Bank of Nova Scotia]


Date:
______________


State
Street Bank and Trust Company

200 Clarendon Street


Boston,
MA.  02116

Attention: Gregory V. Nikiforow


 


RE:
Halifax Funding LLC


 


NOTICE
OF EXCLUSIVE CONTROL


 


We
hereby instruct you pursuant to the terms of that certain Control Agreement dated as of July 22, 2013 (as from time to time amended
and supplemented, the “Control Agreement”) among the undersigned, Halifax Funding LLC (“Party B”)
and you, as the Custodian, that you (i) will not follow any instructions or entitlement orders of the specific Party B listed
above with respect to the Collateral or the Collateral Accounts held by you for such Party B, and (ii) unless and until otherwise
expressly instructed by the undersigned, will exclusively follow the entitlement orders and instructions of the undersigned with
respect to such Collateral or such Collateral Accounts. 





	 	 	Very
    truly yours,
	 	 	 
	 	 	The
    Bank of Nova Scotia
	 	 	 
	 	 	 
	 	 	By:	
	 	 		Authorized
    Signatory
	 	 		 










  cc:
[Investment manager]


 








    	11