Control Agreement Template

CONTROL AGREEMENT

This Control Agreement ("Agreement") is entered into as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Grantor has or will establish and maintain one or more deposit accounts with Account Bank identified herein (each, an "Account") and owns or may acquire rights in certain assets and proceeds that may be credited to such Account; and

WHEREAS, Secured Party has extended or will extend credit or other financial accommodations to Grantor pursuant to one or more loan or security agreements (collectively, "Credit Documents"), and Secured Party desires to obtain control of the Account as security for Grantor's obligations under the Credit Documents;

WHEREAS, Account Bank is willing to act as depository bank for the Account and to acknowledge Secured Party's control as provided in this Agreement.

Definitions

For purposes of this Agreement, "Control" means the ability of Secured Party to direct the disposition of funds in the Account within the meaning of applicable commercial law.

Scope of Work

The parties agree that Secured Party shall have Control of the Account identified below and all proceeds, interests and amounts credited thereto to secure the obligations of Grantor to Secured Party under the Credit Documents. Grantor authorizes Account Bank to comply with directions from Secured Party with respect to the Account to the extent provided in this Agreement.

Account Details

Account Number:    Account Type:

Payment Terms

Grantor agrees to pay Secured Party the amounts due under the Credit Documents. As additional administrative consideration for the establishment and maintenance of Control, Grantor shall pay the fees described below.

Late Fee (if payment not received when due): or minimum of

Term and Termination

This Agreement commences on the Effective Date and continues until the earlier of (a) full payment and discharge of all obligations secured by the Account, (b) termination by mutual written agreement of Grantor and Secured Party, or (c) termination in accordance with this section.

Effective Date:    Termination Date (if fixed):

Either party may terminate this Agreement for convenience upon days' prior written notice to the other, except that termination shall not affect the rights of Secured Party as to amounts or obligations outstanding at the time of termination.

Control; Instructions to Account Bank

Account Bank hereby acknowledges that, upon receipt of a written or electronic instruction from Secured Party in accordance with this Agreement, Account Bank shall comply with such instruction as to the disposition of funds in the Account to the extent permitted by law and consistent with its internal procedures. Account Bank is authorized to rely conclusively on the identity and authority of any person purporting to act on behalf of Secured Party.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the person executing this Agreement on its behalf is duly authorized, and that this Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms.

Confidentiality

Each party shall keep confidential all non-public information received from the other party in connection with this Agreement and shall not disclose such information except (a) to its employees, agents or professional advisors who have a need to know and are bound by confidentiality obligations, (b) as required by applicable law or regulation, or (c) with the prior written consent of the disclosing party. Notwithstanding the foregoing, Secured Party may disclose Confidential Information to Account Bank to the extent necessary to effectuate Control.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth in this Agreement or to such other address as a party may designate by notice. Notices shall be deemed given upon receipt if delivered in person or by certified mail, or upon confirmation if delivered by courier or electronic transmission.

Governing Law; Remedies

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties agree that Secured Party shall have all rights and remedies provided under the Credit Documents and applicable law, including self-help remedies to the extent permitted.

Entire Agreement; Amendment

This Agreement, together with the Credit Documents, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements relating thereto. This Agreement may be amended only by a written instrument signed by Grantor and Secured Party.

Miscellaneous

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall be effective unless in writing and signed by the waiving party. This Agreement binds and benefits the parties and their respective successors and permitted assigns.

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall be deemed original signatures for all purposes.

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