Common use of Control of Deposit Account Clause in Contracts

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) The Deposit Account shall be under the control of Collateral Administrative Agent. Collateral Administrative Agent shall at all times have “control” (as defined in Section 9-104 9.104 of the Uniform Commercial Code as adopted in the state of New YorkUCC) of the Deposit Account. Bank shall comply with instructions originated by Collateral Administrative Agent directing disposition of funds in the Depository Account without further consent by Customer or any other person or entityCustomer. (b) Unless Bank shall have received written notice from Collateral Administrative Agent (an a “Activation Default Notice”) that it is exercising exclusive control over an Event of Default has occurred under the Deposit AccountsLoan Documents, 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 a Default Notice (and until Bank receives a written withdrawal of such notice), (i) Collateral Administrative 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 Default 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 one (21) Business Days Day (hereinafter defined) following the date on which Bank receives an Activation a Default Notice to act on such Activation Default Notice. Bank may rely on an Activation a Default 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 and Administrative Agent are not authorized or required to close.

Control of Deposit Account. (a) The Deposit Account and Lockbox shall be under the control of Collateral Agent. Collateral Agent shall at all times have “control” (as defined in Section 9-104 9.104 of the Uniform Commercial Code as adopted in the state of New YorkTexas (the “UCC”)) of the Deposit Account. Bank shall comply with instructions originated by Collateral Agent directing disposition of funds in the Depository Deposit Account and Lockbox without further consent by Customer or any other person or entityServicer. (b) Unless Agent hereby directs Bank that, unless Bank shall have received written notice from Collateral Agent (an a “Activation Default Notice”) that it is exercising exclusive control over directs Bank to no longer honor any access, withdrawal, transfer or other instructions of Customer or Servicer with respect to the Deposit AccountsAccount, Customer and Servicer 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 a Default Notice (and until Bank receives a written withdrawal of such notice), and without Servicer’s or Customer’s consent (i) Collateral Bank shall honor all withdrawal, transfer or other instructions received from Agent shall have exclusive dominion and control over with respect to the Deposit Account, (ii) neither Customer Customer, Servicer nor any person acting through or on behalf of Customer or Servicer shall have any right of access to or withdrawal or transfer from the Deposit AccountAccount or the right to deliver any instructions with respect thereto, and (iii) Bank shall not comply with any such instructions originated by Customer Customer, Servicer or any such person referred to in clause (ii) directing disposition of funds in the Deposit Account. (d) Any Activation Default 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 three (23) Business Days (hereinafter defined) following the date on which Bank receives an Activation a Default Notice to act on such Activation Default Notice. Bank may rely on an Activation a Default Notice notwithstanding any other or conflicting information it may receive from CustomerCustomer or Servicer. As used in this Agreement, the term “Business Day” means any day on which Bank is and Agent are not authorized or required by law to close. (e) Bank has established a unique U.S. Postal Service address, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (such lockbox, and all monies, checks, instruments or other items deposited from time to time therein, the “Lockbox”). Customer and Servicer will cause Customer’s account debtors to remit payment of Customer’s accounts receivable to the Lockbox. Bank shall have exclusive and unrestricted access to, and use of, the Lockbox for purposes of handling such remittances. Bank will collect, open and process for deposit into the Deposit Account all mail received in the Lockbox in accordance with the procedures set forth on Exhibit A attached hereto. Neither Customer nor Servicer shall have the right to issue withdrawal, delivery or other instructions which it otherwise would be entitled to give under its Account Agreement (as defined below) or any other applicable documentation with respect to the Lockbox or any other right or ability to control, access, pick up, withdraw or transfer items from the Lockbox without Agent’s express written consent with respect thereto.