Common use of Control of the Account Clause in Contracts

Control of the Account. (a) The Borrower irrevocably authorizes and directs the Custodian, and the Custodian agrees, to comply with each “entitlement order” within the meaning of Section 8-102 of the UCC (each an “Entitlement Order”) and all instructions with respect to the disposition of funds in the Deposit Account, in either case with respect to the Collateral received by the Custodian in writing from the Bank, without further notice to, or consent from, the Borrower. Except as otherwise provided in Section 3(b), the Borrower retains the right to withdraw funds from the Account and to give instructions and Entitlement Orders to the Custodian with respect to the Collateral. (b) Prior to a Period of Exclusive Control (defined below), the Custodian is entitled to rely on instructions and Entitlement Orders with respect to the Collateral from the Borrower. The Borrower and the Custodian irrevocably agree that, upon the commencement of and at all times during the continuation of each Period of Exclusive Control, the Custodian shall (i) cease to accept any and all instructions and Entitlement Orders with respect to the Collateral from the Borrower or any other person (other than the Bank), and (ii) accept all instructions and Entitlement Orders with respect to the Collateral from the Bank. For purposes hereof, a “Period of Exclusive Control” means any period commencing promptly (but in no event in excess of one business day) after the receipt by the Custodian of a notice in substantially the form of Annex A attached hereto (a “Notice of Exclusive Control”) from the Bank and ending at such time, if any, as the Custodian shall have received a written notice from the Bank terminating or rescinding such Notice of Exclusive Control.