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Deposit Account Control and Security Agreement
Last modified: February 28, 2022
This Deposit Account Control and Security Agreement (“Agreement”) is entered into between the following (each a “Party” and collectively, the “Parties”):
- Outgo, Inc., a Delaware corporation with a principal business address of 117 East Louisa Street #161 Seattle, WA 98102 (“Outgo”);
- Business applying to participate in the Outgo Factoring Services (“Carrier” or “You”); and
- Blue Ridge Bank, N.A., a national bank chartered under the laws of the United States and with a principal place of business located at 17 West Main Street, Luray, Virginia 22835 (“Bank”).
WHEREAS, Outgo is a technology provider and platform that desires to provide the Outgo Factoring Services and other related services (the “Outgo Services”) to Carrier subject to the terms and conditions set forth in the Outgo Platform Agreement (“Platform Agreement”);
WHEREAS, Carrier desires to participate in the Outgo Factoring Services and, in connection with such participation, desires to grant to Outgo a security interest in the Carrier’s receivables deposit account with Bank opened pursuant to the Outgo Deposit Account Agreement (“Account”); and
WHEREAS, the parties hereto desire to enter into this Agreement in order to set forth their respective rights and obligations with respect to the Account and all funds on deposit therein from time to time and to perfect Outgo’s security interest in the Account.
Terms & Conditions
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged the Parties agree as follows:
This Agreement shall take effect immediately upon its execution by all Parties hereto and shall supersede any deposit account control agreement or similar agreement in effect with respect to any Account.
Any undefined terms or concepts in this Agreement shall adopt the meanings as set forth in the Outgo Platform Agreement.
3. Uniform Commercial Code Acknowledgement
You and Bank acknowledge and agree that your Account will be treated as a “deposit account” (within the meaning of Section 9-102(a)(29) of the Virginia Uniform Commercial Code (“UCC”)) and that Outgo is the “secured party” (within the meaning of Section 9-102(a)(73) of the UCC) that has “control” (within the meaning of Section 9-104 of the UCC) of your Account. The Bank is a “bank” (within the meaning of Section 9-102(a)(8) of the UCC).
4. Grant of Security Interest
As security for the repayment of present or future indebtedness owed to Outgo, You grant Outgo a continuing security interest in, and lien on, and a right of setoff with respect to the Account and all the cash, or other property that are, now or in the future, carried or held in or through your Account or are otherwise in the possession or control of Bank for deposit in or credit to the Account (“Collateral”). If You owe money to Outgo as a result of activity in your Account or under any other agreement with Outgo, and there is Collateral available in your Account that may fully or partially satisfy your obligation to Outgo, You agree that Outgo may elect to, with or without prior notice, make your debit balance immediately due and payable. By opening your Account, You acknowledge and agree that, to your actual knowledge, there are no security interests in any of the Collateral other than security interests created under this Agreement. You further acknowledge and agree that You may not in the future pledge any security interest in your Account to any party except Outgo or its affiliates without our explicit written consent. In furtherance of the intentions of the parties hereto, this Agreement constitutes written notice by Outgo to Bank of Outgo’s security interest in the Account and other Collateral.
5. Agency Relationship; Control
You also agree that Outgo and Bank may act as agents for each other in respect of the Collateral and rights associated therewith. You agree that Bank may act on Outgo’s orders or instructions as to the Collateral without your further consent, including all notifications directing Bank to transfer any Collateral, and You and Bank agree that Bank will comply with instructions of Outgo directing disposition of the funds in the Account without Your further consent to the extent permitted by Applicable Law. Except as otherwise required by law, Bank will not agree with any third party to comply with instructions for disposition of funds in the Account originated by such third party. Notwithstanding the provisions of the “Control” section of this Agreement, Outgo agrees that You will be allowed access to the Account and the other Collateral on deposit therein until Bank receives written notice from Outgo directing that you no longer have access to the Account or the other Collateral (an “Access Termination Notice”). You irrevocably authorize Bank to comply with any Access Termination Notice and/or disposition instructions even if You object to them in any way, and agree that Bank may pay any and all Collateral to Outgo in response to any disposition instructions. You further agree that after Bank receives an Access Termination Notice, You will not have access to the Accounts or any of the other Collateral.
6. Maintenance of Security Interest; Right of Setoff
You authorize Outgo to take any action necessary to perfect or maintain the perfection of a security interest held by Outgo, to the extent perfection has not already been achieved by Outgo as a result of your agreeing to this Agreement and the deposit account control provisions contained herein, and Bank’s acknowledgement with respect to the foregoing. You agree to pay any fees and costs associated with the perfection or maintenance of such security interests or the satisfaction of amounts owed. You agree that if You breach or default on any of your obligations to Outgo under this Agreement or any other agreement with Outgo, or if You become subject to any bankruptcy or insolvency, or any similar condition or proceeding, or if Outgo’s security interest ceases to be a first perfected security interest, or if Outgo deems it otherwise necessary or advisable, Outgo may transfer, or otherwise dispose of any Collateral in your Account or apply amounts on deposit to set off and discharge obligations that You may have to Outgo.
This Agreement may be terminated by Carrier only upon delivery to Bank of a written notification jointly executed by Carrier and Outgo. This Agreement may be terminated by Outgo at any time, upon its delivery of written notice to Carrier and Bank. This Agreement may be terminated by Bank at any time on not less than 30 days’ prior written notice delivered to Carrier and Outgo (unless a shorter period is required by applicable law or a governmental authority having jurisdiction over Bank or Bank determines such shorter notice period is necessary to prevent or mitigate imminent or actual harm to Bank). Upon delivery or receipt of such notice of termination by Bank, Bank will immediately transmit to such deposit account as Outgo may direct all funds, if any, then on deposit in the Account. Notwithstanding the foregoing, this Agreement shall terminate automatically upon termination of the Outgo Platform Agreement and payment in full of all amounts owed by Carrier to Outgo thereunder.
IN WITNESS WHEREOF, the duly authorized representatives of each of the parties hereto have executed this Agreement as of the Effective Date.