Common use of Control of Deposit Account Clause in Contracts

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. The Disbursement Agent hereby agrees and confirms that it has established the Deposit Account Collateral Accounts 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 any Collateral Accounts that are "deposit accounts" (within the Deposit Accountmeaning of Section 9-102 of the UCC, each a "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 each 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 OrderDEPOSIT ACCOUNT ORDER"), the Disbursement Agent shall comply with such Deposit Account Order without further consent by the Authority Issuer 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 Issuer 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 Issuer 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 14.7York.