Control of Deposit Account Sample Clauses

Control of Deposit Account. This Agreement provides Secured Party with control of the Deposit Account for purposes of perfecting its security interest therein. Except as pursuant to bankruptcy or other applicable law, after Depository Bank receives a Notice of Exclusive Control from Secured Party (delivered as set forth in Section 14 below), and has had reasonable opportunity to comply with it Depository Bank and Customer agree that Depository Bank will comply with instructions (“Instructions”) as to the withdrawal or disposition of any funds credited to the Deposit Account, and as to any other matters relating to the Deposit Account, received from Secured Party without Customer’s further consent. The Notice of Exclusive Control must be in the form set forth in Attachment B hereto and must be signed by an authorized representative of Secured Party. Secured Party’s instructions may include the giving of stop payment Instructions for any items being presented to the Deposit Account for payment. Instructions are to be provided in writing to the Depository Bank at the address specified below.

Control of Deposit Account. Debtor and Bank acknowledge and agree that Secured Party has control (as defined in Section 9-104 of the Uniform Commercial Code) of the Deposit Account.1 Bank will not permit the withdrawal or other disposition of any funds in the Deposit Account except as expressly provided in this Agreement.

Control of Deposit Account. (a) The Deposit Account shall be under the control of Collateral Agent. Collateral Agent shall at all times have “control” (as defined in Section 9-104 of the Uniform Commercial Code as adopted in the state of New York) of the Deposit Account. Bank shall comply with instructions originated by Collateral Agent directing disposition of funds in the Depository Account without further consent by Customer or any other person or entity. (b) Unless Bank shall have received written notice from Collateral Agent (an “Activation Notice”) that it is exercising exclusive control over the Deposit Accounts, Customer shall have full right of access to and withdrawal from the Deposit Account. Customer agrees that after Bank receives an Activation Notice, Customer will have no further right or ability to instruct Bank regarding the receipt, processing or deposit of remittances, and that Collateral Agent alone will have the right and ability to instruct Bank. (c) Subject to paragraph (d) below, from and after the receipt by the Bank of an Activation Notice (and until Bank receives a written withdrawal of such notice), (i) Collateral Agent shall have exclusive dominion and control over the Deposit Account, (ii) neither Customer nor any person acting through or on behalf of Customer shall have any right of access to or withdrawal from the Deposit Account, and (iii) Bank shall not comply with any instructions originated by Customer or any such person directing disposition of funds in the Deposit Account. (d) Any Activation Notice shall be in writing, shall refer to this Agreement and shall include clear and specific instruction with respect to the disposition of funds in the Deposit Account. Bank shall have a period of time, not exceeding two (2) Business Days (hereinafter defined) following the date on which Bank receives an Activation Notice to act on such Activation Notice. Bank may rely on an Activation Notice notwithstanding any other or conflicting information it may receive from Customer. As used in this Agreement, the term “Business Day” means any day on which Bank is not authorized or required to close.

Control of Deposit Account. (a) Debtor and Bank acknowledge and agree that Secured Party has control (as defined in Section 9-104 of the Uniform Commercial Code) of the Deposit Account.1 Bank will not permit the withdrawal or other disposition of any funds in the Deposit Account except as expressly provided in this Agreement. (b) Until such time as Secured Party delivers a Notice of Exclusive Control (as defined herein) to Bank, Bank shall comply with instructions directing the withdrawal, payment, transfer or other disposition of funds in the Deposit Account (“Disposition Instructions”) originated by Debtor which Debtor is entitled to give concerning the Deposit Account. Nothing in the foregoing shall, or shall be construed to, limit, impair, or otherwise adversely affect any of Secured Party's rights or remedies under the Security Agreement. A "Notice of Exclusive Control" is a written notice from Secured Party to Bank that Secured Party is thereby exercising exclusive control over the Deposit Account and the funds therein. See Exhibit A. Secured Party may, at any time at which there exists an "Event of Default" (as defined in the Security Agreement) under the Security Agreement, deliver to Bank a Notice of Exclusive Control. (c) After Bank receives a Notice of Exclusive Control in accordance with this Section 2 and until the Secured Party has rescinded or withdrawn such Notice of Exclusive Control: (i) Bank will comply solely with instructions originated by Secured Party with respect to the Deposit Account and any and all funds therein, including, without limitation, any withdrawals from the Deposit Account or any other disposition thereof, without further consent by Debtor and (ii) Bank will cease, without further consent of Debtor, complying with 1 Pursuant to and in accordance with Section 9-104 of the Uniform Commercial Code, “control” by a secured party of a deposit account is effectuated, among other things, where the debtor, the secured party, and the bank with which the deposit account is maintained have agreed in an authenticated record that the bank will comply with instructions originated by the secured party directing disposition of the funds in the deposit account without further consent by the debtor, even if the debtor retains the right to direct the disposition of funds from the deposit account. instructions concerning the Deposit Account or funds on deposit therein originated by Debtor or the representatives of Debtor. Without in any way limiting the foregoing, in...

Control of Deposit Account. Company and Bank acknowledge and agree that Lender has control (as defined in Section 9-104 of the Uniform Commercial Code) of the Deposit Account.1 Bank will not permit the withdrawal or other disposition of any funds in the Deposit Account except as expressly provided in this Agreement.

Control of Deposit Account. The Disbursement Agent hereby agrees and confirms that it has established the Deposit Account as set forth and defined in this Agreement. For so long as this Agreement remains in effect, the Disbursement Agent waives its rights of chargeback, setoff (including such right of setoff as set forth in Section 9-340 of the UCC) and/or banker's lien against the Deposit Account. Until this Agreement terminates in accordance with the terms hereof, the Trustee shall have "control" (within the meaning of Section 9-104 of the UCC) of the Deposit Account. If at any time the Disbursement Agent shall receive from the Trustee any instruction directing disposition of any funds in the Deposit Account (a "Deposit Account Order"), the Disbursement Agent shall comply with such Deposit Account Order without further consent by the Authority or any other Person. In the event that the Disbursement Agent receives conflicting Deposit Account Orders relating to the Deposit Account, the Disbursement Agent shall comply with the Deposit Account Orders originated by the Trustee. Each of the Authority and the Disbursement Agent agrees that it has not and will not execute and deliver, or otherwise become bound by, any agreement under which it agrees with any Person other than the Trustee to comply with Deposit Account Orders originated by such Person relating to the Deposit Account. If the Disbursement Agent or the Authority obtains knowledge that any Person has asserted a lien, encumbrance or adverse claim against the Deposit Account, such party will promptly notify the Trustee thereof. In the event that the Disbursement Agent has or subsequently obtains by agreement, operation of law or otherwise a lien or security interest in the Deposit Account, the Disbursement Agent agrees that such lien or security interest shall be subordinate to the lien and security interest of the Trustee. Regardless of any provision in any other agreement, for purposes of the UCC, the State of New York shall be deemed to be the Disbursement Agent's jurisdiction (within the meaning of Section 9-304 of the UCC). The Deposit Account shall be governed by the laws of the State of New York except as specified in Section 14.7.

Control of Deposit Account. At all times during the effectiveness of this Agreement, Customer hereby absolutely, irrevocably and unconditionally instructs, and Bank hereby agrees, that; (a) Bank shall not comply with any Orders or other instructions concerning the Deposit Account, from any third party without the prior written consent of (i) prior to delivery of a Notice of Exclusive Control, Secured Party and Customer and (ii) after delivery of a Notice of Exclusive Control, Secured Party. (b) Except as otherwise provided in Sections 2.01 and 2.02, prior to the receipt of a Notice of Exclusive Control by Bank in accordance with Section 3.08 hereof, Bank may accept and execute Orders from Customer with respect to the payment or withdrawal of any funds from the Deposit Account or the payment of any funds in the Deposit Account to Customer.

Control of Deposit Account. (a) Subject to the provisions of this Agreement, the Deposit Account shall be under the "control" (within the meaning of Article 9 of the NY UCC) of the Secured Party and the Secured Party shall have the sole right to make or permit withdrawals from the Deposit Account and to exercise all rights with respect thereto from time to time as set forth in this Agreement. (b) The Debtor irrevocably authorizes and directs the Depository, and the Depository agrees, to comply with any instructions given by the Secured Party and received by the Depository in writing from the Secured Party, without further notice to, or consent from, the Debtor, at any time, by delivering a notice to the Depository substantially in the form set forth in Exhibit A hereto (a "Notice of Exclusive Control"). (c) Prior to the date on which a Notice of Exclusive Control is received by the Depository from the Secured Party, the Secured Party agrees that the Depository may accept instructions with respect to the Collateral from the Debtor. (d) Upon receipt by the Depository of a Notice of Exclusive Control from the Secured Party: (i) the Debtor shall direct the Depository, and the Depository agrees, to take all instructions with respect to the Collateral solely from or originated by the Secured Party; and (ii) the Depository shall cease to accept any and all instructions with respect to the Collateral from the Debtor or any other person (other than the Secured Party) and shall accept all such instructions only from the Secured Party.

Control of Deposit Account. (a) As evidenced by this Agreement, the Deposit Account shall be under the control of Senior Lender. Senior Lender shall at all times have "control" (as defined in Section 8-106 of the Uniform Commercial Code as adopted in the state of New York) of the Deposit Account. Bank shall comply with instructions originated by Controlling Lender (hereinafter defined) directing disposition of funds in the Deposit Account without further consent by Customer. As used herein, “Controlling Lender” means (i) Senior Lender, until such time as Senior Lender has provided Bank with a written notice that Senior Lender has ceased to be the Controlling Lender hereunder (such notice being the “Controlling Lender Notice”). It is understood and agreed hereby that Bank shall rely exclusively on a Controlling Lender Notice as to the determination of whether the Senior Lender is the Controlling Lender hereunder and shall be under no obligation to make any independent investigation thereof.