Common use of Control of Deposit Account Clause in Contracts

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) 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 ControlNOTICE 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.