Common use of Control of Deposit Account Clause in Contracts

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(c) After Bank receives a Notice of Exclusive Control in accordance with this Section 2 and until the Secured Party has rescinded or withdrawn such Notice of Exclusive Control: (i) Bank will comply solely with instructions originated by Secured Party with respect to the Deposit Account and any and all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 the event of any dispute between FHA Lender and Debtor (including, but not limited to, as to whether an Event of Default exists), Bank shall, in all circumstances after a Notice of Exclusive Control has been given, follow the directions of the FHA Lender and shall not follow the directions of the Debtor. (d) If FHA Lender believes an Event of Default exists, FHA Lender is entitled to give a Notice of Exclusive Control, and Bank is obligated to follow the directions of FHA Lender in respect of the Deposit Account, without any right or duty to inquire as to whether an Event of Default in fact exists under the Security Agreement. If it is later concluded that no Event of Default existed at the time the Notice of Exclusive Control was given, Debtor will have all of its rights and remedies against FHA Lender for any damages caused by the giving of such Notice of Exclusive Control, subject to the limitations set forth in the Security Agreement. (e) The Deposit Account will use Debtor's taxpayer identification number.

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. 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) A reasonable time after Bank receives a Notice of Exclusive Control in accordance with this Section 2, but in all events no later than three (3) business days after such receipt, 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 ▇▇▇▇▇▇ and (ii) Bank will cease, without further consent of Debtor, complying with 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 the event of any dispute between FHA Lender and Debtor (including, but not limited to, as to whether an Event of Default exists), Bank shall, in all circumstances after a Notice of Exclusive Control has been given, follow the directions of the FHA Lender and shall not follow the directions of the Debtor. (d) If FHA Lender believes an Event of Default exists, FHA Lender is entitled to give a Notice of Exclusive Control, and Bank is obligated to follow the directions of FHA Lender in a Notice of Exclusive Control and in respect of the Deposit Account, without any right or duty to inquire as to whether an Event of Default in fact exists under the Security Agreement. If it is later concluded that no Event of Default existed at the time the Notice of Exclusive Control was given, Debtor will have all of its rights and remedies against FHA Lender for any damages caused by the giving of such Notice of Exclusive Control, subject to the limitations set forth in the Security Agreement. (e) The Deposit Account will use Debtor's taxpayer identification number.

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. 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) AfterA reasonable time after Bank receives a Notice of Exclusive Control in accordance with this Section 22, but in all events no later than three (3) business days after such receipt, 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 ▇▇▇▇▇▇ and (ii) Bank will cease, without further consent of Debtor, complying with 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 the event of any dispute between FHA Lender and Debtor (including, but not limited to, as to whether an Event of Default exists), Bank shall, in all circumstances after a Notice of Exclusive Control has been given, follow the directions of the FHA Lender and shall not follow the directions of the Debtor. (d) If FHA Lender believes an Event of Default exists, FHA Lender is entitled to give a Notice of Exclusive Control, and Bank is obligated to follow the directions of FHA Lender in a Notice of Exclusive Control and in respect of the Deposit Account, without any right or duty to inquire as to whether an Event of Default in fact exists under the Security Agreement. If it is later concluded that no Event of Default existed at the time the Notice of Exclusive Control was given, Debtor will have all of its rights and remedies against FHA Lender for any damages caused by the giving of such Notice of Exclusive Control, subject to the limitations set forth in the Security Agreement. (e) The Deposit Account will use Debtor's taxpayer identification number.