Common use of Security Interest; Control Clause in Contracts

Security Interest; Control. Depositor hereby grants a security interest and lien to, and control in favor of, Factor in the Limited Access Lockbox Account and Lockbox. This Agreement constitutes notice to Bank of Factor’s security interest and lien in (a) the Lockbox and the Limited Access Lockbox Account; (b) all contract rights and claims in respect of the Lockbox and the Limited Access Lockbox Account; and, (c) all cash, checks, money orders and other items of value payable to Depositor now or hereafter paid, deposited, credited, held (whether for collection, provisionally or otherwise) or otherwise in the possession or under the control of Bank or any agent, bailee or custodian of Bank, including, without limitation, contained or deposited into the Lockbox or the Limited Access Lockbox Account, and all proceeds of the foregoing (collectively, “Receipts”). Without limiting the forgoing, but subject to Section 7, as collateral security for the payment of all obligations and liabilities of Depositor to Factor, Depositor hereby assigns, pledges and transfers to and grants exclusive control over to Factor all of Depositor’s rights, title and interest in and to the Limited Access Lockbox Account and the Lockbox, and all sums now or hereafter on deposit in or payable or withdrawable from the Limited Access Lockbox Account, and/or the Lockbox, and any interest accrued or payable thereon, and grants to Factor a security interest therein. Bank acknowledges that this Agreement constitutes notice of Factor’s security interest in the Limited Access Lockbox Account, the Lockbox and the Receipts and the proceeds thereof and that this Agreement is a control agreement for the purpose of perfecting Factor’s security interest in the Limited Access Lockbox Account. Subject to Section 7, Depositor hereby agrees that Bank, on behalf of Factor, shall be entitled to exercise, upon the written instructions of Factor, any and all rights that Factor may have under its loan documents with Depositor or under applicable law with respect to the Lockbox, the Limited Access Lockbox Account, and all Receipts and the proceeds thereof. Subject to Section 7, Depositor hereby authorizes and irrevocably appoints Factor as Depositor’s attorney-in-fact. Subject to Section 7, Factor may take any action which Factor deems necessary or appropriate to preserve or protect Factor’s assignment of, pledge of, and security interest in and control of the Limited Access Lockbox Account and the Lockbox, including, without limitation, the transfer of the Limited Access Lockbox Account and/or the Lockbox to Factor’s own name or the name of any designee. Subject to Section 7, Depositor agrees that Factor shall have exclusive possession and control of the Limited Access Lockbox Account and, at its option by providing written notice to the Bank, exclusive control over the Lockbox. Subject to Section 7, Depositor hereby agrees with Factor and Bank that only payments to Factor’s order may be drawn under the Limited Access Lockbox Account. Subject to Section 7, without further consent by the Depositor, only Factor shall have the right, power and authority (which right, power and authority is irrevocable), to demand, collect, withdraw, receipt for or ▇▇▇ for all amounts that enter any of the Limited Access Lockbox Account and Lockbox, and the Limited Access Lockbox Account and the Lockbox shall each be deemed to be blocked in favor of and controlled by Factor and the Lockbox and the Limited Access Lockbox Account shall be under the sole dominion and control of Factor. Subject to Section 7, Depositor shall not have any control over the use of or any right to withdraw any amount from the Limited Access Lockbox Account or the Lockbox.